


Change, In All Things, Is Inevitable

by InconvenientImmortal



Category: Transformers - All Media Types, Transformers: Prime
Genre: Because Megatron is an oblivious idiot, But no love triangles because screw that trope, Canon-Typical Violence, Cassette family, Cybertronian politics, Gen, Introspection, M/M, Mutually unrequited love, Revolution, Slow Burn Interrupted by Revolution, Undertones of Unrequited Love
Language: English
Status: In-Progress
Published: 2019-05-08
Updated: 2019-09-16
Packaged: 2020-02-27 22:29:03
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 10
Words: 34,709
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18748369
Author URL: https://archiveofourown.org/users/InconvenientImmortal/pseuds/InconvenientImmortal
Summary: Megatron could never mourn the past. Only the dream of an unfulfilled future.-The first and only time Megatron looked back on his life and the path that led him here.





	1. Encounters with a Life-Long Shadow

**Author's Note:**

> I haven't really seen any fics depicting the pre-war partnership (friendship?) between Megatronus / Soundwave / Orion Pax, so I decided to roll up my sleeves and write one. Be the change you wish to see in the world, and all that jazz.
> 
> Special thanks to my two incredible beta readers, **[Saling](https://archiveofourown.org/users/BoatSalad)** and **[Sura](https://archiveofourown.org/users/Angramainyus/pseuds/Angramainyus)** , who gave me the encouragement I needed to finish this. You guys rock!

_[Preface]_  
  
There was a time, once, when Megatronus believed in peace.

As a gladiator, the irony wasn’t lost on him. Energon stained his hands so frequently even a trip to the washracks didn’t always clear the thick blue fluid from the intricate inner-mechanisms of his joints. At least, not without a hard scrubbing, which was rarely worth the effort since the task was inevitably repeated the next day, and cleaning solvent—as well as prolonged time in the washracks—was a luxury even for the best gladiators.

Something about that felt wrong. Young and inexperienced as he was, the morality of trading an arena crowd’s gratification for his own didn’t sit well with Megatronus. Death seemed a heavy cost for small comforts, even if he wasn’t the one paying the price (though that could easily change any day now).

Perhaps it was why peace was such an alluring, albeit abstract, idea to him. Malcontent made Megatronus eager to believe there was an easy answer to his problems, and ignorance made him prone to propaganda, susceptible to their leader’s sweet words before time and experience taught him to know better.

To them, peace meant compliance. To him, peace meant equality.

But peace couldn’t exist when half of Cybertron fought for energon drops like starved turbofoxes, bleeding out in gutters or on arena stages for the amusement of the other half, who lived lives of excess in gilded crystal halls. Peace couldn’t exist without justice. However, justice for mechs of his status was impossible to come by. Their society was plagued by indifference, and the source of that attitude could be traced up to the highest levels of their government, to the very mechs who preached peace from thrones built on the backs of slum laborers.

Megatronus doubted this revelation ever would’ve manifested had it not been for his induction to the Pits of Kaon. The monotony of the mines, as well as his relative isolation from the rest of society, meant he’d never been able to think about anything other than work or his own survival. Only in Kaon did he finally come to understand the reality of their world. In a sense, the Pits offered him more freedom than he was ever afforded before—provided he proved himself in the arena and delivered a good show. Though his education had a steep learning curve and failure to keep up would end with his deactivation, the insights Megatronus obtained became invaluable.

The Pits of Kaon were famous for their violence, gore, and death. They proved to be fertile ground as Megatronus’ first thoughts of doubt were seeded, and the beginnings of his revolution took shape.

 

* * *

  

_> Request to spar._

Megatronus awoke from recharge to the three-word message pinging his com. He automatically sent a short confirmation back, armor plating shifting as he sat up, stretched, and fell into a routine that over the last month had become his new schedule.

This custom between himself and Soundwave started shortly after their first match. A sparring request from an unknown frequency found its way to his com, and never one to turn down a challenge, Megatronus accepted it. He was both surprised and amused to see his previous day’s opponent facing him across the dusty training room floor, waiting expectantly as though the meeting was nothing out of the norm for them. The session was as invigorating as their official match, and when a second sparring request came the following day, Megatronus accepted again.

Contrary to popular belief, Megatronus didn’t underestimate any of his opponents. True, his certainty in his own skills gave him a reasonable sense of security and he saw some gladiators as a bigger threat than others, but he’d vowed to never be like the members of the elite class who underestimate mechs based on their build or alt mode. He wouldn’t let his warrior’s pride turn to arrogance, as it was a sure-fire way to get too comfortable and wind up with a knife in his back.

Even so, Soundwave surprised Megatronus.

He’d not known of the other mech’s employment as a gladiator (at the very least, Megatronus had never seen him) until he faced Soundwave in the arena, blade drawn. Megatronus preferred to keep tabs on all his potential future opponents, primarily so he could work out how to best defeat them, but somehow Soundwave went unnoticed. His design gave nothing away—the glow from the coliseum spotlights absorbed by that sleek obsidian armor like light consumed by a black hole. Soundwave’s dark mask hid his expression, betraying no hint of fear or weakness. The accessory was likely worn for that very reason, or perhaps to unnerve his opponent. But Megatronus was no fledgling fighter easily intimidated by such a thing.

Though he lacked a frame of reference for what Soundwave’s preferred battle style was, when the starting call sounded and the roar of the crowd followed, Megatronus automatically propelled himself forward in an attempt to catch his foe off-guard.

Gladiator fights always had an edge of desperation to them; unpredictable and deadly like choppy waves in an ocean storm. But after spending so much time in the arena, Megatronus was used to the chaos. He reveled in the clash between powerful adversaries, standing at the center of the storm and drawing strength from it. He was the master of battle, in total control of the fights, leading his opponent and finishing on his terms.

At least, until his fight with Soundwave.

It was a match both of strength and of wits, Megatronus struggling for the first time in ages to subdue an equally-skilled opponent. Even days after, Megatronus had to suppress a grunt of pain as he practiced with his blade, the weld patch over his chest shifting where Soundwave’s blade had dug into him at a point between two heavy pieces of armor. He still hadn’t figured out how Soundwave knew about that weak-spot. He’d read him impossibly well, giving nothing away as he methodically struck again and again at Megatronus’ weakest points. Only with great effort did he finally manage to pin Soundwave to the energon-stained arena floor, leveraging his weight to hold his opponent down.

“ _Yield_.” Megatronus’ voice was low and rough, the blade poised threateningly against one of Soundwave’s main fuel lines emphasizing his demand.

Soundwave didn’t resist, his mask reflecting Megatronus’ fatigued yet triumphant face back at him.

The spectators roared as the match was called, the declaration of a draw ringing out as arena medics were summoned. Megatronus was confused by the ruling, not understanding until he’d shifted, felt a surge of pain, and saw the dagger Soundwave had shoved into his chest armor right below his spark casing the moment Megatronus dropped down to pin him.

He’d never seen a mech that big move so fast.

After such a near-loss, Megatronus vowed to keep a close eye on Soundwave, and their sparring sessions provided him the opportunity to do just that.

Soundwave demanded nothing from Megatronus, save for a bit of his spare time. He scheduled their session with a three-word request and ended it with a short nod once both mechs’ exhaustion became a detriment to their fighting prowess. His professionalism and aloof disinterest in the usual politics and underhanded dealings of the gladiatorial pits intrigued Megatronus. Inevitably those traits, among other things, inadvertently caused Megatronus to slowly come to respect his sparring partner.

Soundwave’s actions and manner of speaking (rare though it was, exclusively through direct coms) were always straightforward and to the point. Megatronus appreciated that about him. He wasted no words, the conciseness of his communications leaving no room for misinterpretation. Unlike Megatronus’ private writings, Soundwave’s dialogue wasn't a patchwork of ideas fastidiously woven together to form a tapestry of a narrative that swayed others to his beliefs. Soundwave didn’t dress up his words to charm the masses, yet they still held a refreshing appeal to Megatronus. Both gladiator’s language mirrored their preferred battle style—Megatronus’, a dance that boasted strength and confidence as he effortlessly broke his opponent piece by piece—Soundwave’s, a carefully calculated equation that spoke of his tactical genius, no superfluous motion to his movements as his first strike snuffed his opponent’s spark.

Though Megatronus hadn’t officially faced Soundwave a second time in the arena—likely because their respective sponsors wanted to keep their most profitable gladiators alive—he’d grown accustomed to Soundwave’s favored battle tactics. Initially, he watched Soundwave’s matches out of a sense of obligation to study his opponent, but it soon became an almost enjoyable pastime. Megatronus observed how Soundwave methodically turned his opponent’s weaknesses against them, mentally taking notes and employing his counter-measures during their next sparring sessions. Soundwave no doubt did the same, for whenever Megatronus attempted a new technique on him, Soundwave was always ready. They were almost evenly matched, though Soundwave’s forte lay in speed and Megatronus’ in power. Were they to have a true rematch however, there was little doubt in Megatronus’ mind that he could outlast Soundwave. His miner’s build gave him an edge over his opponent when it came to stamina, but he felt no desire to put that theory to the test. Megatronus was content to keep their fights casual and private. Combat between two equals seeking to improve themselves offered more dignity than a death-match arranged to satiate bloodthirsty patrons. He didn’t know what Soundwave’s thoughts on the matter were, but as a mech who clearly valued his privacy, Megatronus doubted they were too dissimilar. Of course, it was difficult to get an idea of Soundwave’s opinions on _anything_ , so even then he couldn’t be certain.

Soundwave always managed to surprise Megatronus, but the biggest surprise came after one of their long sparring sessions. They sat next to each other, relaxing (an unorthodox show of trust, or at the very least familiarity) with their backs braced against the training room wall, vents expelling heated air to cool their frames as they took a moment to catch their breath. As a whole, their win / loss streak remained more or less equal, though the tally of wins was in Megatronus’ favor today. Neither gladiator sported injuries too severe to warrant a trip to the medic, though a gash on Soundwave’s upper-forearm steadily oozed a small trickle of energon and Megatronus’ right shoulder pauldron had a large dent in it.

The soft sound of footsteps approaching caught Megatronus’ attention, and he turned as a sleek black minicon slunk silently out of the shadows, the feline form gracefully padding towards them. Megatronus was taken aback at the appearance—minicons were a rare sight in the Pits, let alone Kaon. Many mechs found it far too easy to vent their frustrations on something smaller and weaker than them. Their beast alt-modes marked them at as an even lower caste than the mechs who frequented the gladiator fights, and some felt a strong desire to lord what little authority they had over those they could. Megatronus often saw their small forms littered among street refuse, another reminder of the violence that plagued their society.

He gritted his teeth at the memory. Though he held no particular fondness for minicons, he knew that they were as underprivileged as the rest of the mechs here; likely even more so. They suffered needlessly and were often collateral damage under the tyrannical rule of the High Council.

His surprise at seeing a minicon doubled as, instead of hurrying past them, it walked to Soundwave, stretching luxuriously before lying at his side. Soundwave made no motion to indicate he was opposed to it, so Megatronus reasoned they were likely acquainted and this was a perfectly normal interaction between the two of them. (Or at least, whatever counted as ‘normal’ in Soundwave’s book). The feline lazily opened one eye to look at Megatronus, and Soundwave tilted his head almost imperceptibly, as though expecting Megatronus to say something. When he didn’t, Soundwave rested a hand against the minicon, whose engine hummed in a deep approving purr. The gesture was oddly affectionate, and Megatronus couldn’t help but stare.

Soundwave departed shortly after with the feline beside him, leaving Megatronus unsure what to make of this new development.

 

* * *

 

In the week that followed, more of Soundwave’s symbiotes made themselves known to Megatronus. Sometimes, two fliers sat in the training room’s ceiling rafters and watched them spar, fluttering their wings in agitation every time Megatronus landed a hit on Soundwave. On other occasions, two chattering identical minibots stood at Soundwave’s side when Megatronus arrived, speaking in binary as they laughed and weaved past him to get to the benches. They barely came up to his knee, but the twins impishly stuck their tongues out at him when he let his gaze linger too long. And of course, there was the cat— _Ravage_ , he learned much later—as silent as his gladiator companion but quick to give an admonishing swipe of the paw when the twins’ roughhousing got to close. Slowly Megatronus grew accustomed to the minicons, and through them he came to understand Soundwave’s nature better. It was a testament to their rapport, Megatronus reasoned, that Soundwave allowed him this information without fearing what he might do with it. Another unexpected move from his opponent—one that set Megatronus on-edge.

It was after a vicious sparring session one day that Soundwave finally broke their quiet training routine and posed a question to Megatronus.

_> Megatronus: believes Soundwave weak?_

The sudden inquiry startled a laugh out of him. “I would be a fool to think so, after all this time.”

One of the fliers—Buzzsaw or Laserbeak, Megatronus still couldn’t tell the difference—landed on Soundwave’s shoulder. _> Megatronus: believes bonds are a sign of weakness._

It wasn’t a question, but Megatronus still felt like it was a challenge, and was thus compelled to reply. “Bonds are a liability. To openly express such…fondness for another being is to expose your vulnerability to the world. These things are too easily exploited by those whose intent is to harm.”

Megatronus didn’t solely speak from a place of cynicism. Since his induction into the gladiatorial ring, his popularity rose exponentially with every victory. It was only natural that his reputation as the ‘Unconquerable Warrior of Kaon’ attracted not only the attention of fans, but also devious mechs who believed that by currying favor with Megatronus, they could raise their own status. Their offerings of shanix and high-grade, accompanied by sly smiles and heavy flattery, bothered Megatronus far less than the game of politics these mechs tried to entangle him in. The scandals they attempted to rope him into were petty, the blackmail amateur at best (though finding incriminating information about an ex-miner who spent most of his early-life digging in a cave would likely prove challenging even for the best spies). The occasional threat he received amused Megatronus more than anything else, but dismembering the thugs sent to intimidate him grew tiresome after the first dozen occasions.

He declined the company of others after these incidents. Megatronus prided himself on his solitude, not allowing anyone to get close enough to take advantage or get an edge over him. Allies could not be trusted. In the Pits, you rose or fell by your own strength alone.

Soundwave considered his words, head tilted slightly. It was difficult to tell what Soundwave was thinking at the best of times, but the slight change in his body language gave the impression he was analyzing Megatronus. _> Bonds: strengthen—allow for a support network. _Gently, Soundwave rested his hand against Laserbeak’s head. She shifted on his shoulder, comforted, and leaned into his touch. _> Where there is potential for weakness: allies make up for shortcoming._

“Are you admitting to a shortcoming, then?” Megatronus smirked, but Soundwave didn’t take the bait, his darkened visor revealing no emotion.

_> Symbiotes: smaller than Soundwave. Mechs: underestimate minicons. Result: symbiotes able to go undetected where Soundwave is not, hear information Soundwave does not. Symbiotes: inform and update; know more than they let on. Soundwave: superior._

Megatronus would’ve taken offense to the comment if he hadn’t grown accustomed to Soundwave’s mannerisms by now. He caught the hint of amusement in the layered glyphs of his message, and Ravage’s tail flicked, mirroring his host’s feelings. “I imagine that’s helpful, if you are looking to blackmail or bribe.”

_> Benefits: incalculable. Companionship: mutually desired. Information: bonus._

Megatronus arched a brow at that. While it was undoubtedly true that the symbiotes benefited from his protection, it was unexpected to hear Soundwave of all mechs place such a high-value on their company as well. Clearly, his assessment of their worth ranged beyond the usefulness of the information they gathered.

“Perhaps such an…arrangement works for you, but I’m afraid I’ve lost my taste for such connections. I work best alone.”

_> Megatronus: cannot create a one-mech revolution._

The energy in the room changed instantly. 

Megatronus stiffened, hand slowly curling into a fist at his side as he felt the energon in his lines turn cold. “Who said anything about revolution?” He spoke calmly, but his tone was pure ice.

There was a pause, then files suddenly played across the darkened screen of Soundwave’s visor. Words— _Megatronus’_ words—flashed across the mask in quick succession, certain phrases jumping out before vanishing, replaced by new passages.

_“—they keep us ignorant, keep us docile, controlling everything about our lives. We are expected to remain silent, to make our anger palatable lest we be punished for daring to show our displeasure—”_

_“—they don’t see the alleys reeking of mechs’ curdled energon, their systems sick from circuit-boosters, nor those too broken and bitter to beg for shanix with eyes full of hate—”_

_“—we are little more than slaves to our oppressors, who extort us in mines and gladiatorial pits for their own profit or amusement. We risk our lives never knowing a moment of true freedom—”_

_“—they turn us against our own brothers and sisters, painting them as enemies and making us fight among ourselves. They fear we’ll someday recognize our true opponent and unite against them—”_

_“—this is the lesson of our society. It taught that if the luck of our birth would not protect us, then we must take it upon ourselves to become strong, for only the strong survive. There is no opportunity for autonomy in this system, no hope of change in our government, so we must rise up as one and create change by force—”_

Megatronus stared at Soundwave, nauseating shock mixing with horror. Those were his _private_ writings, his most contentious essays. But no one had access to his room or his personal data-pads or—

Ravage flicked his tail again, eyes sharp, smiling smugly. Megatronus stared down at him, and understanding finally clicked into place.

He straightened his back, eyes narrowed. “Well. What now?” Megatronus said through gritted teeth. So, finally Soundwave revealed his true motive. He _knew_ he shouldn’t have let his guard down around him, knew there had to be some underlying scheme. Of course there was something Soundwave wanted, something more to this than—

_> Soundwave: intrigued by Megatronus’ proposals. Soundwave: also desires change. Most mechs: will not move beyond words, refuse to take action. Megatronus: proposes action?_

Numbly, Megatronus nodded.

Soundwave watched him for a moment, then bowed his head in a small nod. _> Allegiance: offered. Soundwave: willing to support Megatronus and his cause. Request: to see Megatronus make good on his promise._

It took a moment for Megatronus’ processor to catch up to the significance of Soundwave’s words. Then he laughed, shoulder shaking with the force of the chassis-shuddering rumble. “…Very well. I yield, Soundwave. In this battlefield, you have bested me.” Megatronus’ grin had a sharp edge to it, the ever-burning fire in his eyes growing as he was met with this new challenge. “Perhaps an alliance with mechs as strategic as you and your symbiotes would be to my advantage, and could prove mutually beneficial. What did you have in mind?”

 

**Notes for the Chapter:**

> Hope you enjoyed the first installment of this fic! I'm excited for people to see what's coming next. Please feel free to share your thoughts / comments in the meantime.
> 
> Megatronus' “peace couldn’t exist without justice” line was inspired by [this tweet](https://twitter.com/mspackyetti/status/908760877779873793?lang=en). Edit: A reader pointed out a similar quote to me from Dr. Martin Luther King Jr.: _“True peace is not merely the absence of tension: it is the presence of justice”_. I agree wholeheartedly, and I'm sure Megatron would too. Thank you, kernsing!
> 
>  **NEXT TIME:** A fateful meeting determines the future (featuring everyone’s favorite archivist).


	2. First Brush with Fate

**Summary for the Chapter:**

> It was a long-awaited meeting, one Megatronus looked forward to with equal-parts trepidation and excitement.

**Notes for the Chapter:**

> A bit of a short update, but this is the last introductory chapter before we move to the meatier bits of the story.
> 
> In case it wasn’t clear in the last chapter, I imagine Soundwave’s dialogue is essentially the Cybertronian equivalent of mental text messages. He doesn’t speak aloud. I didn’t want to abandon his vow of silence since that’s such an important part of his character, but I also wanted a little wiggle room with regards to his communications. I think it's also worth noting that since the war hasn't happened yet, Soundwave still has his [original](https://66.media.tumblr.com/09b9e4405610987bd44377dd2a5840ea/tumblr_inline_nmeemzlBqt1qzw9dw_540.png) [beefier](http://i33.fastpic.ru/big/2012/0315/19/8332fbe76175330cbe1a68cd273f4219.jpg) design (for now).

In the time that passed since Soundwave recruited himself, much had changed. To say Megatronus’ written output experienced a sharp increase would be a gross understatement, for he’d moved beyond just writing.

The initial stages of their operation had all gone according to plan; his essays spread far and wide across countless Cybertronian cities thanks to Soundwave and his knack for manipulating communication networks without detection. Already, Megatronus’ influence was taking hold.

Frustrated mechs cursing their position in society now found words suitable to communicate their rage. The ignorant were able to identify a problem they hadn’t realized existed, reevaluating a system they’d never questioned for the first time in their lives. Some mechs of the slums feared the punishment such bold declarations from one of their own might bring, but many more rallied at his words, sparks rekindled. Even in those who didn’t have an immediate reaction, a seed was planted, waiting for the right conditions to grow. The identification of their shared source of suffering, and the strategy Megatronus offered to abolish it, gave these mechs something they’d never known before: hope.

Predictably, the senators who Megatronus criticized extensively scoffed at his writing. Sneering, they denounced his work as nothing more than, “The trivial complaints of an uneducated laborer”. Their reaction wasn’t unexpected, and with the proper set-up, it only served to fan the flames of discontent even further, making more mechs flock to Megatronus and his ideology. It took time, but his reputation slowly grew from ‘warrior’ to ‘revolutionary’. His status as Kaon’s top gladiator protected him from being silenced, and Soundwave’s ability to transmit things underground kept their communications from being blocked or censored. Megatronus’ work was readily available to the masses and anyone who bothered to look for it. The knowledge that he was the author of the inflammatory writing was a public secret—one almost everyone in Kaon was in on, but knew better than to bring up. His arena superiors looked the other way, more than happy to ignore his side-hobby since it drew even more patrons to the Pits to watch his fights. It was a perfect strategy, the outcome more satisfying than Megatronus ever hoped for.

Then one day, something changed.

 

_“To Kaon’s great orator: your words have reached the golden city in the place where memories dwell._

_I hear you, and humbly request your guidance.”_

 

Megatronus received the message shortly after Soundwave released a recording of his latest speech, which Megatronus delivered earlier that day to an animated crowd after another arena victory. He’d grown bolder in his activism, fans of both his fights and written-work making for a mixed but enthusiastic audience as they hung on his every word. While receiving messages from fans wasn’t unusual (though Soundwave typically filtered them before sending any interesting ones his way), the nature of this particular message and the caution used to deliver it immediately caught Megatronus’ attention.

The note had been sent through multiple frequency channels, making its origin all but untraceable. Even upon delivery, the message remained heavily coded, as though the sender wanted to be certain only its intended recipient could read it. That alone told Megatronus several things. One: if intercepted, the contents of the message could incriminate him, the sender, or perhaps both of them. Two: they clearly didn’t hail from Kaon, for no Kaonite feared attributing Megatronus’ name to his work (besides, he’d never heard anyone refer to Kaon as “the golden city”, even sarcastically). Three: regardless of whatever risks it entailed, this mech was determined to speak to him.

Soundwave easily decoded the encryption at his request. Megatronus had several theories about his anonymous fan, but ultimately, he viewed the mysterious message as little more than a novel diversion. He’d likely forget about the incident altogether within a week.

In reality, the contents of the com was _nothing_ like he’d expected—least of all the city the message originated from.

Iacon. Jewel of Cybertron, and widely regarded as the home of knowledge. It was also home to the High Council, Cybertron’s most elite mechs who governed their world. The officials responsible for the stagnation of progress, the ones who turned a blind-eye to the cruelty inflicted on those beneath them. Never had Megatronus predicted a copy of his work might be read, let alone taken seriously, by a member of the upper-class living there. Though from the contents of the message, his Iaconian contact was a simple mid-caste data clerk who worked in the Hall of Records. Not only had this mech—Orion Pax—read his work, he  _agreed_  with Megatronus’ proposal for an improved structure of government. Orion cited similar concerns regarding growing corruption and rising inequality in their society since historic times.

 _“Uncovering this information while cataloguing Cybertron’s history left me conflicted, for I was unsure how to act on this newfound knowledge._ _How could I hope to fix a problem I was until recently so ignorant of?”_

Megatronus scoffed at Orion Pax’s naïve assumption that he was capable of solving the world’s problems alone—until he realized he’d been subconsciously guilty of the same belief before meeting Soundwave. With a grimace, Megatronus reluctantly swallowed his pride and read on.

Evidently, Orion stumbled across his work by accident while researching Kaon and other similarly destitute slum cities (Orion was tactful enough not to use those _exact_ descriptors, but Megatronus had never been one to mince words). He claimed that in all his years of working in the archives, he’d never read anything so inspiring, so thought-provoking, and he’d immediately burned through the rest of Megatronus’ essays in one sitting.

This data clerk was hardly the first mech moved by Megatronus’ words, nor was he the first to reach out to him. Even so, something about Orion Pax felt different. After being confronted with the immensity of the world’s suffering, his first reaction wasn’t to shrug it off or uselessly wallow in despair. Orion resolved to _do_ something about it—readily taking responsibility both for his ignorance and, seemingly, for the world itself. Megatronus wasn’t sure what to make of that.

Orion ended his message with a request for further contact with Megatronus, wishing to establish a channel through which they could speak further about the subjects in his essays. After some consideration and a long debate with Soundwave, Megatronus agreed, cautious but intrigued by this Orion Pax.

Over the course of several weeks, and many long enlightening exchanges later, Megatronus realized the little archivist actually knew what he was talking about. Orion gave detailed examinations of their leaders’ political agenda and the factors that contributed to its slow shift over the last few centuries. He analyzed the relationship between Senators and the officials they were supposed to hold accountable, investigating who profited from lax regulations. He questioned why the justice system favored elite yet immoral mechs while harshly punishing poorer ones for lesser crimes. His research on these, and various other subjects, revealed just how deep corruption in their government ran. While the findings failed to surprise Megatronus, he was impressed by Orion’s dedication.

Not only did Orion have a substantial education studying their planet’s history, he had an earnest desire to learn more about the persecution of underclass mechs and the oppression Megatronus spoke of. The lives of those hit hardest by injustice, the inequality they faced, Orion wanted to understand it all. What’s more, he not only listened to Megatronus’ ideology, but he debated many of his points and offered counter-arguments. Unlike most of Megatronus’ followers, Orion wasn’t a mere receptacle for his words.

After corresponding with Orion Pax back and forth for some time and deeming him harmless, Megatronus finally decided to offer an invitation to the Pits so he could meet the archivist face-to-face and give him the first-hand education he so desired. There was only a moment’s hesitation before Orion accepted.

Today was the appointed day of their long-awaited meeting, one which Megatronus looked forward to with equal-parts trepidation and excitement. This meeting had the potential to become a starting-point for something so much greater. Already, Megatronus envisioned the possibility of his words being carried back to Iacon through Orion, his message reaching mechs who would otherwise ignore his call for change merely because it came from a lowly Kaonite. Megatronus was aware that his fight was not only against the Council, but against the institutionalized classist ideology ingrained in their society. Getting people to listen to his ideas, much less act on them, was still a work in progress when it came to middle and upper-class mechs who weren’t directly affected by the discrimination harming those below them. Still, Orion Pax’s willingness to listen to him was a start. Megatronus would cast his final judgement of the archivist when he actually met him.

_> The Iaconian mech is here._

The sudden ping from Soundwave pulled Megatronus from his musing, and the sounds of the arena clamored in his audials as he refocused his mind on the moment. Standing in the archway of the arena gates, Megatronus adjusted his posture and vented a heavy sigh. He raised his head, chin up and back straight as he stepped through the entrance, casting a casual glance at the crowd while searching for the mech he was so anxious to meet. It didn’t take Megatronus long to find him among the throng, standing near the edge of a staircase that descended into the arena. Orion Pax; the mech at the forefront of Megatronus’ thoughts for the past few weeks.

Orion shifted his weight from one foot to the other, radiating awkwardness and uncertainty even from this distance. His bright red and blue paint job stood out amongst the crowd of silver and copper bots, drawing brief attention from fighters and passing spectators alike. Typically, the not-so-subtle rich mechs who came to watch the matches opted for seats in the restricted area of the Pits. They sat high above the squalor and gore of the arena, a visual reminder of the divide between them and the rest of Kaon’s residents. Naturally, the appearance of such an obviously upper-class citizen among the regular masses caused a stir among the crowd.

“Soundwave,” Megatronus commed his fellow gladiator through their private channel. “Keep an eye on him. Make sure my guest isn’t disturbed.”

He felt a silent ping of assent, confirming Soundwave received his message. A moment later, he saw Lazerbeak circling over the heads of the assembled mechs in Orion’s seating area—though he’d remained standing, Megatronus noticed with amusement. Perhaps he thought it safer to stand in case he needed to make a break for it.

Megatronus smiled humorlessly as he advanced toward the middle of the stadium, raising one hand in the air as the crowd roared and screamed his name. Many of the rich patrons who frequented the fights attended solely to mingle with their fellow elite, treating the death matches like a social event and largely ignoring the carnage (except for when it came time to collect the shanix their bets earned them). It would be interesting to see if Orion had the stomach for arena fights, or if he’d be scared off by a little spilled energon. Either way, Megatronus intended to make this a fight to remember.

 .

 ..

Hours later, after their meeting and long after Orion had gone home, Lazerbeak replayed the footage of Orion in the stands for Megatronus. Not once had he turned away, or cheered, or purged his tanks as Megatronus might’ve expected when he’d cleaved his opponent in two. Orion’s eyes remained focused, wincing just the once, studying the fight and committing it to memory just like the determined archivist he was.

  

* * *

 

The first words Orion Pax ever spoke to Megatronus face-to-face without a com-link separating them were “Thank you”.

Ravage fetched him from the stands once the fight was over. Orion stood uneasily in the gladiator’s quarters now, turning as Megatronus approached with energon still fresh on his blade. Though Orion’s expression was carefully neutral as he spoke, his surprisingly deep voice rang heavy with emotion. His words made the grand speech Megatronus prepared for this moment die in his throat, and he frowned, caught off-guard by the unexpectedly honest statement.

“Thank you,” Orion Pax repeated, the sound constricted as he struggled to keep his voice-box from rebooting. “I needed to see this. I needed to know.”

Only now did Orion bow his head and shutter his optics. Not in disgust, Megatronus noted with interest, but in grief. Orion grieved the death of a gladiator he’d not even known the existence of a solar cycle ago.

 _Such a soft-spark wouldn’t have survived down here_ , his mind whispered bitterly. Such naivety and innocence was yet another privilege of the upper-class. Death was an inevitable fact of life in Kaon. The Pits mechs, the members of the lower-class, they were all inevitably beaten down and broken by the endless daily struggle to survive. Compassion could not be afforded, for kindness did not keep you alive. To leave your spark open to the hardship of others was to bear the weight of suffering in its rawest form. Apathy and grudging acceptance was the best shield against it.

Ironically, the privilege of the elite turned their compassion to apathy too, making them blind to the suffering of mechs below them. It was easier, Megatronus reasoned, to enjoy a lavish lifestyle if you were ignorant to the cost of that comfort.

And yet, this moment of unfiltered sorrow spoke to him like a flickering light illuminating the darkness. It was a reminder of just how cruel their reality was, through the eyes of someone not yet tainted by indifference. Belatedly, it reminded Megatronus of the empathy he once had—turned to anger at the injustices of their society. In a way, he too had dulled his feelings, locked them away and let anger rise to the forefront to act as his driving force. There was strength and safety in rage, after all.

But as he looked at Orion, he understood the ability to open oneself up to better understand another mech’s pain was also a kind of strength. The resolve it took not to be crushed by the truth, but to bear the brunt of it without drowning or succumbing to helplessness. Orion didn’t grieve for the loss of the lie perpetuated by the Council. He grieved, not only for the deaths in the arena, but for Megatronus, the mechs of the Pits, and for Cybertron itself. He understood the reality of their world now, just as he’d sought out to. Orion didn’t shield his eyes or turn away to save himself. Instead, he faced the truth head-on so he could know how to combat it.

Slowly, Megatronus rested a hand against Orion’s shoulder, the silence speaking for him as he allowed himself to indulge in an emotion long since buried.

**Notes for the Chapter:**

> Thanks for reading! While doing final tweaks and edits, I realized this chapter can essentially be summed up as: "Orion asks Megatronus for his email and Megatronus tells him to 'Meet me in the Pit'", pfft. Off to a great start, you two. Like I said in the beginning, now that the introduction chapters are complete, it's time to shift to the next phase of the story. I hope you're all enjoying yourselves so far!
> 
>  _“Truth does not change according to our ability to stomach it.” - Flannery O'Connor._ I discovered this quote long after I finished writing most of this fic, but it reminded me of Orion Pax in this chapter, so I figured I’d share it.
> 
>  **NEXT TIME:** An archivist, a gladiator, a spy, and a plot.


	3. Bonds of Iron, Bonds of Blood

**Summary for the Chapter:**

> Alternative title for this chapter: “The gang hangs out while plotting to overthrow the government”.

Megatronus curled and uncurled his fingers reflexively, joints still a little sore from his recent surgery.

The arena fight earlier that morning cost him three digits on his right hand. It wasn’t the worst injury Megatronus had ever sustained, and given the circumstances, he was lucky to escape with only minimal wounds. Ultimately, the inconvenience of it annoyed him more than the pain; these days he used his hands for more than just fighting.

It had started off as a fairly routine match, with the typical dance-like push and pull between gladiators—right up until his opponent unexpectedly transformed their hand into a mace and swung it full-force at Megatronus’ head. It was such a close-range potshot he’d almost been unable to block the blow, but Megatronus’ instincts and fast reflexes saved him. His hand shot out and closed around the spiked ball, stopping it in its tracks. Ignoring the sharp bite of metal gouging into metal, he’d yanked his enemy off-balance with a snarl and swiftly slashed his blade through their arm, severing the appendage entirely. The fight hadn’t lasted long after that.

Though he’d more than repaid his opponent in kind, the damage was already done, and a trip to the arena’s surgeon became a necessary pit-stop after the fight.

Megatronus used the term ‘surgeon’ loosely when describing Shockwave. He was more of an opportunistic scientist waiting for the next batch of dead or desperate mechs to experiment on than a healer. Most gladiators were suspicious of Shockwave—and for good reason. Everyone knew he dabbled in experiments that were dubious at best, often conducting them on still-living subjects. Even without the whispered rumors claiming he was once high-ranking academic (possibly even a Senator) who took his research too far and was exiled for it, the mech did little to garner trust among his patients.

How an obviously well-educated specialized mech like Shockwave got himself landed in Kaon, Megatronus didn’t know, but he shared his fellow gladiators’ distrust of the scientist. Fallen warriors were often brought back to Shockwave’s lab, and it was anyone’s guess whether they were melted down for spare-parts or integrated into Shockwave’s latest experiment.

In a way, Shockwave’s methodical aloof mannerism was almost reminiscent of Soundwave’s. But unlike Soundwave, Shockwave lacked any ethics or sense of morality, eternally apathetic toward the miserable mechs he treated.

Megatronus had once asked Orion what Iacon’s doctors were like, curious to know if Shockwave’s type was the norm.

“I only know one medic personally, but I'm well-acquainted with him,” Orion told Megatronus with a warm smile, brightening as though the mere thought of his friend brought him joy. “While he can occasionally come across as curt and irritable, I’ve never met a more compassionate, gentle mech. He has a kind spark, and those fortunate enough to know his care always come away better for the experience. Myself included.”

Megatronus tried to imagine Shockwave with the disposition Orion described. Almost immediately, his processor spat an error message back at him, unable to produce such a wildly out of character delusion, even for the sake of a hypothetical. Perhaps that was for the best; he’d take a known danger over an unknown one any day.

Despite Megatronus’ reservations, his repairs were sufficient as always (though he had a feeling trips to Shockwave were more dangerous for those whose presence wouldn’t be missed if they vanished). Shockwave had even surprised him—after examining the damage, not only had he repaired Megatronus’ fingers, he gave both hands a minor upgrade.

“Annual maintenance was overdue,” Shockwave said blandly once his repairs were finished, completely unprompted. “For efficiency’s sake, I completed it now.” With that, he unceremoniously discharged Megatronus, not bothering to warn him against overtaxing the patch-up. Mechs who couldn’t tolerate constant pain or heal quickly didn’t last long in the Pits, and they both knew Megatronus had experienced far worse injuries.

As he departed the foreboding lab in the bowels of the arena, Megatronus regarded the slight modifications Shockwave made to his hands—the tips of his fingers now ending in sharp points. He hadn’t realized how stiff the joints in his knuckles were until Shockwave fixed them. By Cybertronian standards, Megatronus was still fairly young, so he couldn’t blame it on age. Then again, life in the Pits hardly did anyone any favors health-wise, so he supposed he had a valid excuse.

Tentatively, he ran a claw down the wall next to him, observing the clean deep mark it left behind. Megatronus grinned in spite of himself. This upgrade could help give him an edge over opponents in future matches. The thought reminded Megatronus of a recent conversation he’d had with Soundwave, and Soundwave’s unexpected suggestion about recruiting Shockwave.

 _> Shockwave: possesses unique capabilities_, Soundwave had casually commented as they sparred, avoiding Megatronus’ attack with a well-practiced parry. _ > Calculations: indicate he is a potentially strategic ally._

Megatronus huffed at the momentary distraction the statement caused. “His scientific prowess is undeniable, but I fail to see how Shockwave’s abilities could contribute to our overarching goals.” He evaded Soundwave’s counter-attack and caught his arm, twisting hard as he pinned it behind Soundwave’s back.

Soundwave pivoted, catching Megatronus in the side with a quick blow from his elbow. Megatronus growled but didn’t relent, exerting pressure on the captured limb until the plating creaked ominously and Soundwave was forced to his knees.

Unwilling to sacrifice his arm for this round of combat, Soundwave had relented and conceded the win to Megatronus, who released him and allowed him room to stand back up. _> Megatronus’ consideration: requested, _Soundwave persisted, realigning his shoulder with a sharp pop.  _> Proposal: recommended. Observation: Shockwave – better ally than enemy._

Battle won but argument lost, Megatronus had grudgingly acknowledged he’d rather have Shockwave beside him than against him.

He closed his fist with a decisive sigh. Soundwave was right—perhaps a proposal was in order after all. He filed that mission away for future deliberation; right now, Megatronus was more interested in his current allies.

Upon returning to his quarters, Megatronus was unsurprised to see Orion and Soundwave inside strategizing the next steps for the movement. Small though it was, his standard-issue chamber on the lower level of the arena became their unofficial base of operations shortly after Soundwave’s recruitment. Privacy was a rare privilege in the Pits, but Megatronus’ status—combined with Soundwave’s eerie aura—meant few mechs ever dared to bother them. Due to his room’s relative isolation at the end of a long hallway, it was even more unlikely anyone would overhear their discussions (especially with Ravage keeping guard outside the door).

The rest of Soundwave’s symbiotes were scattered around the room. Laserbeak and Buzzsaw sat perched on the windowsill deep in recharge (until Laserbeak shuffled closer to her sibling, who grumpily squawked at her for waking him up). After an admonishing peck, he resignedly allowed her to cuddle, tucking his head under one wing. Rumble and Frenzy sat with their heads bowed together, giggling as they practiced what looked like profanity in chirolinguistics. The data-terminal Soundwave modified to disable the Council’s censors and various other filters hummed quietly in the background, collecting information while his friend analyzed it. Orion Pax sat at the table reading over some data pads, offering a smile as Megatronus entered the room.

Orion slotted into their group’s dynamic easily enough, making trips to Kaon to help their cause whenever he could. His archivist status granted him access to a wide range of resources and information, and he readily shared it all with Megatronus and Soundwave. Even in instances where his credentials weren't enough, Orion had a workaround. His method for bypassing firewalls, though clumsier than Soundwave’s, was still effective in granting them remote access to Iacon’s various online library databases despite the restrictions typically placed on unauthorized users (i.e. anyone without an archivist or government ID). Although they could only access it through Orion when he was plugged into the terminal, it was still a resourceful trick.

“Why would a data clerk ever need to know a workaround for this, especially one who works in Iacon’s Hall of Records?” Megatronus had asked when Orion first revealed this surprisingly devious talent.

“It’s _because_ I’m a data clerk that I recognize just how important knowledge is, and why restricting it is an insidious act that causes long-lasting harm,” Orion said with a pained frown. “Controlling who has access to what makes it so mechs can’t seek out the truth for themselves. They’re forced to rely on authority for answers, authorities who so often imposed these restrictions in the first place. Blind faith makes mechs unwittingly complicit in their own oppression.” He raised his gaze from the terminal’s screen to look at Megatronus. “The greatest enemy of truth is the suppression of knowledge. It’s my job to combat it in any way I can.” There was a defiant glint in his eyes as he dryly added, “It’s what I was made for, after all.”

Megatronus let the subject drop, but didn’t bother to hide his pleased smile. It seemed his new ally wasn’t as naive as he’d first assumed.

Although Megatronus appreciated Orion’s efforts to assist (though Soundwave was more than capable of handling all forms of communication and digital surveillance himself), Orion’s true contributions occurred during their spare moments when the two of them sat together and debated—as they were doing now—with varying results.

“I fail to understand why you disagree with my point,” Megatronus said, irritation slowly bleeding into his tone despite his best effort. “Given the nature of our society, reform and short-term measures will not last under the High Council’s rule. A total overhaul is the best way to ensure we completely rid ourselves of tyrannical leaders once and for all.”

Orion sat across from him, hand resting against his chin thoughtfully as he considered Megatronus’ words. “While I agree with some of your previous arguments, it would be difficult to implement such radically different structures of government into our society with no preamble. Though better than the current arrangement, rebuilding our political system from scratch while simultaneously deposing the one we have now may cause lasting damage. Especially if it’s too-hurriedly put into practice without enough careful forethought. Different forms of corruption could easily exploit loopholes we neglected to address in our haste to abolish the old system and replace it with a new one.”

Megatronus sighed in frustration. For the moment he had no counter-argument to Orion’s latest point, so he instead chose to slouch against his chair.

They’d endlessly debated this topic over the last few weeks, the question of “reform vs. revolution” sparking passionate arguments from both of sides but ultimately swaying neither. Nevertheless, Megatronus enjoyed engaging with such a well-spoken debater as much as he enjoyed clashing with powerful warriors like Soundwave in the arena.

Orion offered a new sort of challenge: an intellectual one. Their debates always lasted long into the night as Megatronus trained or sharpened his blade, preparing for another day of combat. Inevitably Orion was obligated to return to Iacon, explaining his mentor worried if he lingered too long, but he always promised to return as soon as he was able. Regardless of the length of their debate, the arguments left Megatronus feeling inspired. He always produced his best work after Orion’s visits. Although ignorant to the specifics of life in Kaon, Orion continued his examination of Cybertron’s past, striving to see how things changed under the influence of their current leaders. Every time he returned from the Hall of Records, he brought new information to share with Megatronus and Soundwave, eager to incorporate it into their movement’s rhetoric.

While there were many aspects to Orion Megatronus quickly became fond of, he was most appreciative of Orion’s willingness to listen. It was a rare quality (especially from an elite mech) and Megatronus took full-advantage of the opportunity, forced to come up with counter-points and objections to Orion’s calmly-stated facts and questions. He marked his victory when Orion’s brow furrowed, momentary silence denoting a change of ideas or re-thought viewpoint. Defeats were measured in frustrated sighs or polite smiles as Orion stubbornly refused to budge in his perspective. But Megatronus decided these defeats weren’t too terrible to suffer, if it meant he could spend a little more time with his odd new companion. As an archivist, Orion was a wellspring of knowledge, and the education went both ways for them. Megatronus refined his ideas thanks to Orion, honing his words like a blade against a whetstone.

Though his interactions were primarily with Megatronus, Orion seemed to get along agreeably with Soundwave and his symbiotes as well. Soundwave still regarded Orion with a fair amount of caution, but he’d deferred to Megatronus’ judgement when the question of Orion’s trustworthiness first came up. He was civil, albeit aloof, but Orion didn’t appear to take offense. He treated Soundwave with the same level of respect and consideration he gave Megatronus (though he clearly understood Soundwave still had some reservations about him). Most of Soundwave’s symbiotes echoed their host’s attitude, maintaining a careful distance from Orion and opting to observe rather than interact.

All except for the twins.

Rumble and Frenzy didn’t think much of Orion, and they made it painfully clear. They pulled faces at him behind his back, moved his data-pad every time he set it down, and once even swapped his energon with weapons-grade nucleon (which Orion promptly choked on and sprayed all over Soundwave, much to everyone’s collective horror). The aftermath of their various tricks always left the twins snickering until Soundwave gave them (what was likely) a reprimanding look in their direction, and they behaved themselves. At least, until they got bored again.

But despite their immature pranks and apparent dislike for Orion, their curiosity often got the better of them. Occasionally, Megatronus caught Rumble and Frenzy peering over Orion’s shoulder to read what he was researching, too proud to ask but too nosy to leave it be. Orion tactfully pretended not to notice when this happened, but he subtly angled his data-pad so the twins could see better, the corners of his mouth curving up. Once, he brought a small interlocking mechanical puzzle back from Iacon, “forgetting” to put them back in his subspace when he left for the night. This puzzle mysteriously vanished when the twins visited, and Megatronus was treated to the rare sight of Rumble and Frenzy quietly sitting in the corner as they diligently worked to solve it. After proudly showing it off to Soundwave, the completed puzzle was discreetly set back on the table where Orion had left it. A few days later, Orion exchanged the toy with a new puzzle, unable to hide his smile.

If Soundwave had any thoughts on these moments, he never shared them with Megatronus. (But that didn’t mean Megatronus was unaware of Soundwave’s infinitesimal change in attitude towards Orion afterwards).

**Notes for the Chapter:**

> Soundwave: _> I don't trust Orion Pax._  
> Orion: *is kind to his symbiotes*  
> Soundwave: _> I've only known Orion Pax for a day, but if anything happened to him, I'd kill everyone in this room and then myself._
> 
> Well, I don't think Soundwave's opinion has changed _that_ significantly, but I couldn't resist cracking a joke :'D I've always wondered what kind of dynamic Soundwave and Orion had back in the early days before the war. It's something I really wanted to tackle in this fic. That being said, Orion's interactions with Rumble and Frenzy kind of overshadowed the latter-half of this chapter. Whoops! Regardless, upcoming scenes with Orion and Soundwave have been a blast to work on. I look forward to sharing the next few chapters!
> 
>  **NEXT TIME:** Dreams of a far-off future, and the calm before a storm.


	4. The Future Unwittingly Determined

**Summary for the Chapter:**

> The gang practices some self care while while plotting to overthrow the government.

Convincing Orion to train with him took time.

It was an undisputed fact that Kaon was a dangerous city; the Pits even more so. Its reputation was so bad, mechs often joked that violence was their most popular method of self-expression (in which case, it could be said that Kaonites were an _extremely_ expressive bunch). The intimidating heavily-armored design many sported weren’t fashion statements as much as they were means of protection. Few made an effort to keep up appearances; polish and paint were too extravagant a luxury for mechs who barely earned enough shanix to afford energon. Worn grey plating where scars hadn’t completely healed over only gave them an even rougher appearance. Many bore these marks proudly, considering them symbols of survival and strength, defiance in the face of an unforgiving indifferent world.

Compared to them, Orion was laughably unimposing—and that was without factoring in his personality.

Orion barely came up to Megatronus’ chest, and Megatronus was hardly the tallest mech in Kaon. He doubted the armor Orion was forged with had ever seen an upgrade, since the plating wasn’t reinforced anywhere and there were no weapons integrated into his design. Everything about Orion screamed _civilian_ , and his friend’s naturally amiable aura attracted too much unwelcomed attention.

Although Ravage was often present to guide Orion from the train station to the arena for their meetings, the opportunity for harm to befall him on the way there or back weighed on Megatronus’ mind. Though Soundwave’s surveillance was unmatched and his own influence in Kaon was extensive, it was no reason to allow for negligence. Neither of them doubted they could prevent any kind of unfortunate accident from befalling their ally when he was within their reach, but experience taught Megatronus caution and preparation were the best defense against disaster.

Orion wasn’t naive enough to think it outside the realm of possibility that someone might wish him ill. By now, his distinguishable paint-job and the frequency of his visits to the Pits—not to watch the gladiator fights, but specifically to visit Megatronus—had undoubtedly caught the eye of arena frequenters and potentially unsavory mechs alike.

Soundwave was the first to voice this concern, identifying the possibility that their enemies might see harming Orion as means of manipulating Megatronus without threatening the gladiator outright. He wasted no time bringing it to Megatronus’ attention, waiting for him as he exited the arena, the remains of his opponent bleeding out on the ground behind him.

These days Megatronus kept his kills quick and clean, offlining his opponent with dignity, much to the annoyance of certain rich patrons. There was little they could do however; where once voicing their displeasure could result in his deactivation, now Megatronus’ own authority reigned. He was too powerful for their money or rank to control his life anymore—which is precisely _why_ they were likely to inflict retribution on his comrade instead.

 _> Orion Pax: liability_, Soundwave said bluntly across their com-link as he fell into pace with Megatronus. _ > Recommendation: address and remedy his shortcoming before it is exploited._

The statement strongly reminded Megatronus of one of the earliest conversations they’d had. “ _Bonds strengthen and allow for a support network_ ,” Soundwave had said. “ _Where there is potential for weakness, allies make up for shortcomings_.” Megatronus remembered the words well, but had neglected to heed them.

Soundwave’s counsel was never lightly given. He clearly regarded this oversight as a danger both to their cause and to Megatronus himself.

These factors were the reason why the three of them currently stood in the middle of Megatronus’ quarters, sparse furniture pushed up against the walls to give them enough space as they gave Orion a very brief lesson in self-defense. Needless to say, progress was…slow.

A loud _THUD_ echoed through the room as Orion landed hard, his feet knocked from under him.

“Better!” Megatronus called as Orion picked himself up, a couple new scratches across the paint on his legs but overall looking no worse for wear. Megatronus was conscious of the fact that that his companion’s frame was not the same thick-armored build as his own or Soundwave’s and had adjusted his strength accordingly. “Remember to keep your feet braced to give yourself a wider-center of balance, that way your opponent won’t have such an easy time knocking you down.”

“Let me try once more.” Orion readied himself again, shifting into the battle-stance Megatronus taught him at the start of their lesson.

Megatronus circled Orion, adjusting his positioning here and there with a light nudge, nodding as soon as he deemed it satisfactory. They resumed their exercise; Megatronus swung at Orion, who quickly blocked the attack with his arm and followed-up with a hit of his own. Megatronus easily knocked the attack away, and though he was careful not to use his full-strength, the movement still pushed Orion off-balance and threw off his next attack. Megatronus easily knocked Orion’s feet out from under him and Orion lost his equilibrium once more, landing hard on his backside.

Megatronus laughed, though not unkindly as he offered a hand to Orion with a smile. “Perhaps I don’t make a good instructor. Soundwave,” he spoke to his fellow gladiator. “Do you have any recommendations?”

Soundwave looked up from the data-pad he was typing on, fingers still moving swiftly on it as he spoke across their shared com-link. _> Orion Pax: small. Recommendation: focus on redirecting opponent’s movement, rather than blocking. _He returned his attention to the data-pad, no doubt logging the information his symbiotes were sending him from their current reconnaissance missions. _> Soundwave: will send recorded gladiator fights with examples to Orion Pax._

“That might be the best option.” Megatronus helped Orion up, glancing down at his hand before releasing it. “It doesn’t help that your hands aren’t designed for combat. Your digits are too flat and thin. Perhaps they’re suitable for your archiving work, but you run the risk of damaging your hands if too much force is applied against a well-armored opponent. Were you to invest in a weapon, I would recommend a cannon or a blade.”

“I’d rather not,” Orion grimaced, and Megatronus shook his head.

“Yes, I am aware of your aversion to violence, my friend. Still, it’s something to consider should the need arise in the future.” He unsheathed his sword, cutting a motion down through the air in front of them. “While cannons allow you to stand a safe distance away from your opponent, they are difficult to utilize in close-range combat. For you, a blade may feel more natural. It’s like a continuation of your arm, extending your range of motion and allowing you to cause more damage.”

He slashed upwards to emphasize his words, and Orion’s frown deepened.

Megatronus echoed his frown, but retracted the blade. “Perhaps such knowledge will not be necessary in the future we build, but for now, knowing self-defense can hardly go against your dislike of fighting. Would you not agree having the power to defend yourself or keep a fight from escalating can prevent further violence?”

“No, I don’t deny the truth in your words,” Orion sighed, looking down for a moment as he curled his hands into fists then relaxed them. “It’s just…regrettable that such precautious are necessary to begin with. That is all. Regardless, your willingness to take the time to teach me is appreciated. The thoughtfulness is not unnoticed; from either of you.” He addressed Soundwave, who angled his head a fraction of a degree, acknowledging the thanks.

“Let’s continue this exercise another day,” Megatronus suggested, gesturing at a chair for Orion to sit down. “I would hate to send you back to your mentor _too_ scratched up and have him worry we aren’t treating you kindly.”

“Alpha Trion trusts that I trust you. He knows I am safe among my friends.” Orion smiled, and the sincerity evident in his tone troubled Megatronus. Mechs of the Pits were hardly ever so forward with their thoughts; the casualness of the comment revealed Orion’s social-standing. The freedom with which Orion expressed his feelings always made a small ripple of unease wash through Megatronus. The ever-present lessons he’d learned to stay alive whispered in his mind, reminders of why such honest mechs never survived the Pits warring with his appreciation for Orion’s refreshing honesty.

“Yes, well…” Megatronus leaned against the wall between Orion and Soundwave as he shook himself free of those dark thoughts. “It’s good to know he has yet to discourage you from making trips here.”

“Though it’s occasionally difficult to persuade Alpha Trion on certain aspects of your arguments, he understands the need for such a movement like this to occur. He was pleased to hear I’m diverting my focus to such a noble cause…and he’s also happy I no longer spend my entire break cycle endlessly studying the Iacon database.” Orion gave a small cough and turned away, as though mentally chastising himself for oversharing. Belatedly, Megatronus realized Orion was embarrassed, and he grinned at how unexpectedly endearing it was. “I speak with Alpha Trion and acquaintances I’m fond of, but apart from that, socializing has never been much of a priority for me,” Orion said, as though clarifying would somehow make his last admission better. “Before now, I spent most of my spare time reading up on whatever historical events or general information I logged that day.”

At that, Megatronus cast a glance at Soundwave, who was apparently ignoring the conversation in favor of cataloging and reading over more reports. Amused by the sudden parallel he’d just drawn between his two companions, Megatronus let out a small breath of laughter, curious if Soundwave had already made the same comparison.

“Knowledge for knowledge’s sake can be a diverting task. I’m glad we’re putting the results of your research to good use, Orion. Your dedication to the progression of our movement is valuable. That being said,” Megatronus brushed a knuckle against Soundwave’s shoulder, breaking his concentration as he looked up at Megatronus, “Breaks are important for maintaining morale and energy-levels, and I think we’re overdue for one.” He pushed off the wall and strode over to one of his cabinets, pulling from it three glasses and two bottles of high-grade.

The drink was a unique Kaon specialty. Heavily flavored with cerium dust and various ores, the kind of finely processed energon served only to the richest arena patrons. It was a rare luxury, one a generous fan surprised Megatronus with after a hard-won match. At the time, Megatronus was inexperienced with having fans of his written work, since the interaction occurred not long after Soundwave joined him and his movement was in still its early stage. Had the gift come from a senator or similarly high-rank mech, Megatronus would’ve immediately tossed the bottles, having little trust for the contents and wary of the expectation of a debt the gift no doubt carried with it. But this mech was a lowly energon extractor who occasionally assisted with refining the energon sent to their superiors. Apparently, the batch these bottles came from was rejected, deemed unsuitable for the sophisticated taste of their intended clients. The mech assured Megatronus the quality and flavor of the high-grade was still top-tier (saying in a whisper, with a quick look over their shoulder, that sometimes their boss threw out batches just to impress clients. Snobby elites were less-likely to complain if they thought the high-grade’s creators were just as picky). They tearfully thanked Megatronus for sharing his writing, and for giving them something to believe in, before disappearing into the swarm of bots exiting the arena. Megatronus never encountered that particular fan again, but he’d saved the bottles, never having reason to drink them himself. Now, he opened them to honor his companions.

He popped the cap off and poured three glasses full of the rich warm liquid. As it swirled and settled, the elements inside reacted with the air and turned the high-grade a gradient of orange, red, and purple from top to bottom. The glasses glowed, full of what looked like a liquid sunset. Megatronus took a glass in both hand and turned back to Soundwave and Orion, both of whom stood up to approached him.

“A toast: to my two most valuable allies. Soundwave, without whom this movement would not exist, my writing still locked away in a private data-pad lacking the wide audience you help me reach.” Megatronus nodded as he handed a glass to Soundwave, who offered a silent nod in return. “And Orion Pax, without whom I would not have refined my rhetoric so, nor would I have been able to open nearly as many sparks up to my words.” Megatronus passed a glass to Orion, who took it with a flattered smile and warm thanks. “We stand poised on the precipice of our world’s evolution; from something corrupt to something we can be proud of. My efforts have come this far because of your support—and for that, my friends, I honor you both.” Megatronus raised his glass and drank. Orion did the same, and to Megatronus’ surprise, Soundwave did as well. His fellow gladiator never took fuel in front of others, including him. A portion of his mask retracted as he raised the drink to his mouth. Out of the corner of his eye, Megatronus saw Orion politely avert his gaze to give Soundwave privacy.

Both large bottles were slowly drained as late afternoon passed into night. Megatronus’ voice and laughter grew louder with each round while Soundwave was quieter than usual, arguably unaffected by the drink. Orion looked like he was teetering on the edge of recharge despite the fact he was barely on his second glass, dangerously close to falling asleep on the table he was currently leaning against.

Finally, Soundwave stood (with more grace than was to be expected of someone who just downed half a bottle of potent high-grade). _> Symbiotes: completed reconnaissance mission. Soundwave: must collect them and retire for the night._

Orion’s slowly dimming eyes brightened as he roused. “Ah, goodnight then, Soundwave. Thank you again for your recommendations today. I will take them to spark and practice.”

_> Soundwave: willing to advise more in the future. Orion Pax’s combat abilities: require much improvement._

Orion smiled a bit self-consciously, but he didn’t argue the point.

“Tell Ravage there’s no need to guide Orion tonight. I will escort him to the rail station tomorrow; it’s a little late for him to go back today.” It wasn’t the first time one of their meetings ran overtime and it became necessary for Orion to stay over. Even with Ravage as a guard, Kaon was an unsavory place for _any_ mech to travel through at night. Alpha Trion always chided him upon his return, but Megatronus knew Orion’s schedule well enough by now to know he had the next day off, so there was no harm if his return to Iacon was overdue.

“I’ll send Alpha Trion a message and let him know so he won’t worry,” Orion said, raising a hand to his right audial as he composed a com.

Megatronus bade Soundwave goodnight, and the latter departed.

“Since I’ll be here a while longer, may I take a look at the essay you’re currently working on?” Orion asked once his message was complete.

“You’re free to recharge, if you’d prefer,” Megatronus said, taking a seat at the small table across from Orion, “Though I wouldn’t say no to another set of optics looking over this latest piece. I’m uncertain whether or not I’ve effectively conveyed my message.” He removed his private data-pad from his subspace and handed it over.

“I’d prefer getting some more work done before I retire. Excuse my earlier lethargy, I rarely drink.” Orion paused. “Never drink,” he amended.

“There’s no shame in that. I merely assumed our combat exercise wore you out,” Megatronus said with a grin.

“Yes…that,” he made a face, and Megatronus chuckled. “I think it will take time for me to get accustomed to it. Perhaps after we achieve our goals, you can give me further lessons for the sake of sport rather than safety.”

Megatronus let out another short breath of laughter, reclining against his chair. “Perhaps.”

A comfortable silence followed his words. Orion’s fingers subconsciously tapped against the table rhythmically as he read Megatronus’ latest essay, a melody picked up from Soundwave playing in his head. Megatronus helped himself to another glass of the sunset high-grade, reading over a few messages Soundwave passed along through their communication channel. He was pleased to see many of the gladiators he’d propositioned were eager to pledge themselves to him and his cause fully. There was little reason to think the outcome would be otherwise; most of his fellow fighters respected his power in and outside of the arena a great deal. Even those who harbored lingering resentment for Megatronus after he bested them and the few who were jealous of his rising popularity set their feelings aside in favor of Megatronus’ proposed path of progress.

The number of followers his movement attracted grew exponentially with every passing week. According to Soundwave’s data, the cities whose population supported Megatronus’ cause most were Tarn, Helix, Tesaurus, and of course, Kaon. It was unsurprising to hear; all four cities were home to some of the most underprivileged mechs on Cyberton. It was only natural that Megatronus’ inflammatory work against the Council and his call for change appealed to them. But even in cities with a regular amount of class disparity, Megatronus had supporters rallying in his name. Interestingly enough, even the politically-savvy city of Vos saw a fair share of skirmishes between classes after his work reached them, though for the most part Vos’ citizens remained stubbornly neutral. Perhaps he could persuade some of his Vosian followers to help sway opinions in his favor. Megatronus rubbed his chin thoughtfully as he pondered the idea. Marking it down for future consideration, he continued to delve through the rest of Soundwave’s information, strategizing how to best make use of it.

“Megatronus, if I may interrupt?” Orion eventually broke the silence, pulling him from his thoughts.

He paused the half-hearted reply to an affluential but capricious supporter he was currently drafting in his mind, returning his attention to Orion.

“I’ve been thinking about an old discussion of ours, and I wish to know your thoughts on something.”

“Oh?” Megatronus arched a brow, curiosity piqued. Such statements from his friend typically signaled the start of an engaging discussion.

“I have a hypothetical scenario.” Orion met his gaze steadily, setting the data-pad down on the table. “If…if the High Council were to lose power and fall, what system of government do you have in mind to take its place?”

He raised both brows now, chuckling. “Are you agreeing that we _should_ completely eradicate our system of government, Orion?”

“As I said, this is purely a hypothetical scenario. But I am curious,” he pressed.

Megatronus frowned, swirling the high-grade in his glass as he thought about it. After many long debates with Orion (reluctantly conceding victory to him on several occasions) Megatronus had adjusted the emphasis of his work, focusing on altering their system of government rather than abolishing it outright. Though he still thought revolution was a faster path to progress, the idea of incremental change appealed to more Cybertronians than he expected— including some previously critical of his movement. Funny how easily they were swayed by a simple rephrasing, despite his objective remaining the same.

He thought now about his original ideas and the older essays he composed without an audience in mind. “I would propose a system where a mech’s value is not based on the privilege of their birth or alt-mode. Where anyone has the opportunity to rise up in society, where everyone has an equal voice.”

“You already suggest establishing that in the changes we’re proposing. These are ideals more than systems of government. What _specifically_ do you have in mind?”

“I suppose…those in positions of authority would be chosen based on whether they have the necessary qualifications, such as the qualities of a leader. Thinkers who listen to those they serve, not figureheads drunk on their own power. They’d be appointed through a majority vote, not ordained by a select few.”

“What about checks and balances for those in power?” Orion leaned forward, hands folded together. “How would you suggest we ensure they don’t become a tyrant? Or keep them from—”

“Orion,” Megatronus sighed, cutting him off with a raised hand. “Had I known you were going to ask me such complex questions I wouldn’t have indulged myself in so much high-grade. I’m afraid my processor fails to keep up, much less provide eloquent responses, when my systems are in such a state.”

His companion smiled sheepishly. “My apologies.” Orion ran a thumb over the screen of the data-pad, frowning thoughtfully as his smile slowly faded. “It’s just…I often find myself thinking back to your early writing. How it spoke to me in my moments of doubt, how it offered me new perspective. At times when I am reminded anew of the atrocities committed by those in positions of power, I sometimes wonder if revolution is a more successful means of change than reform, in spite of my beliefs.”

Megatronus cast a surprised but amused look at Orion. “Had I known a few shots of high-grade was all it would take for you to agree with me, I would’ve gifted you some ages ago,” he teased, and Orion laughed. Slowly, Megatronus curled and uncurled his fingers around his mostly-drained glass, considering his next words. “…I have yet to abandon my thoughts of revolution, Orion. My anger is far from pacified. For now, I am willing to aim for reform as my first step since you’ve made such a compelling argument for it. Should that fail, however…well, we shall see. Even so, I trust your counsel. And you.”

The confession slipped out before he could stop it. Megatronus was taken-aback by his own carelessness, blaming the high-grade fogging his processor. Strangely, he felt no desire to cover up the admission. There was no falsehood in his words; he trusted Orion, and he knew his friend wouldn’t abuse that trust.

His reluctance to take back his words doubled as Orion beamed, his smile practically radiating warmth. “I’m glad. I feel the same.” He handed Megatronus’ data-pad back with his comments attached. “Thank you for indulging my question, Megatronus. It’s important that we have an idea of what a potential replacement for our government would look like. A revolution would be for naught if a better system isn’t ready to take the Council’s place. Something worse than them has the potential to rise up in their absence. I’ve read of instances like that occurring far too often in our history. You’ve heard of those mechs who preach Functionism?”

They both grimaced. Despite how much Megatronus hated the Council, he hated the Functionist radicals more. The old government’s claims of “form follows function” laid the framework for the Council’s creed, after all. The philosophy that every mech was a cog in the great machine of Primus’ ineffable plan was just another excuse used to prevent the underprivileged from questioning their place in society and to keep them under the heel of those in power. The Functionist way of thinking was eventually phased out after alt mode modifications became popular (among those who could afford it, anyways), but the ideology still lingered in the long memory of those who profited most from Functionism. Such thinking was hard to stamp out entirely, even after a millennia.

“Well, precautions against such politics are why we have you, Orion. Our scholar to help shape the future,” Megatronus said, making a grand gesture with a casual wave of his hand.

“I…” Orion’s eyes widened, taken aback. “My area of knowledge is archiving history,” he glanced down, tone uncertain. “Politics is not my field.”

“You have knowledge of what worked in the past and what didn’t. You of all people could help construct a better system. At the very least, you could come up with a better idea than the Council. Or the Primes.” Megatronus leaned forward and rested a hand on his shoulder, squeezing it encouragingly. “You needn’t give an answer now. Just...consider it.”

Orion smiled awkwardly, but didn’t refuse.

Megatronus counted that as a win and drew back, a smile slowly curving the corner of his mouth up. “With your support and Soundwave’s, there is little we won’t be able to achieve. Our movement will change the world; of that I am certain.”

**Notes for the Chapter:**

> Megatron: Self-care is important.  
> Also Megatron: *grabs two giant bottles of high-grade* So let's get frickin _wasted_.
> 
> I imagine Soundwave can hold his high-grade fairly well, but he's also one of those "looks like he's totally unaffected but passes out cold as soon as he gets home" drinkers. (His symbiotes take full advantage of this and Soundwave wakes up the next morning in the middle of a huge cuddle pile).
> 
> **[“A Little Help from My Friends”](https://www.youtube.com/watch?v=0C58ttB2-Qg)** by the Beatles started playing while I was editing this chapter, which I thought was ironic, sweet, and a little bit sad. On an unrelated note, I figured it'd be fun to share this little behind-the-scenes moment where I realized mid-edit I'd accidentally written some [unintentional innuendo](https://shikai-the-storyteller.tumblr.com/post/181070737838/me-hmm-i-used-escort-twice-in-the-same).
> 
>  **NEXT TIME:** Plans gone awry.


	5. We Could Change It All

**Summary for the Chapter:**

> A crossroad marks a parting of ways.

**Notes for the Chapter:**

> :)

The first bombing carried out in the name of the Decepticons came as an unexpected setback.

Only a few weeks had passed since their movement was officially branded with the title. Despite the High Council’s best efforts, every major Cybertronian city now felt Megatronus’ influence. Fewer and fewer mechs were willing to tolerate their leaders’ continued negligence, and Megatronus’ demands for justice quickly became their rallying cry.

In another feeble attempt to disenfranchise him, the Council made an official statement denouncing his work, ending their message with, “You are being deceived”. In a twist of irony, Megatronus’ followers embraced the words and wore them as a symbol of pride. The Council were the true deceivers, so for them to call Megatronus and his supporters such was to proclaim them as seekers of truth. When Soundwave carried word to him about this attitude among his followers, Megatronus laughed and christened their movement as such: Decepticons. There were celebrations, rallies in their name, and for a time, mechs were unified under their progressive cause. Thanks to Orion’s networking and connections to Alpha Trion, they were even (reluctantly) granted a meeting with the High Council later that week. Finally, the change they’d been fighting so hard for was palpable.

But now—

Now, the name that brought mechs together carried different associations.

The smoking remnants of one of Iacon’s citadels, a popular resort-spot for the upper-class, flashed across Soundwave’s visor as he replayed the news broadcast for a fourth time to both Megatronus and Orion Pax. They were in the middle of outlining their arguments and proposals to the High Council when the news had reached them—or more specifically, reached Soundwave. His head had jerked up, posture rigid as steel. The abrupt change in their placid friend’s demeanor forestalled the debate Megatronus and Orion were quickly working themselves into, and Soundwave immediately answered their questioning looks with a live broadcast from Iacon.

Megatronus was currently pacing, arms folded behind his back, teeth gritted. Orion sat frowning down at his clenched hands, data-pads and plans for their meeting forgotten as he listened intently to the newscaster’s words again.

 _“So far, our sources indicate seventy mechs were caught in the explosion,”_ the reporter said as the camera panned over the crumbling remains of a building, sirens wailing at the distance. _“At least half of that number are critically injured, and we regret to inform our viewers that twenty died at the scene. A handful are still unaccounted for, and rescuers are continuing to dig through the wreckage. Volunteers from the nearby Iacon Medical Center were called to help tend the wounded, but progress is slow-going. The blast radius also included a highway and several neighboring buildings, so we’re waiting for updates on the full list of casualties._ ” The video feed flicked back to the grim-faced reporter. _“Reports are still coming in, but the mechs claiming responsibility for this terrorist attack identify themselves as ‘Decepticons’, an extremist group popularized by a Kaon gladiator known to his followers as ‘Megatron’—”_

“Is there reason to believe this bomb was planted to discredit us?” Megatronus growled, cutting off the rest of the newscaster’s words. His hopes weren’t high. Little escaped Soundwave and his symbiote’s surveillance, but they’d known nothing about this plot in advance. It would’ve had to have been a small operation; hurriedly-planned with devastating consequences.

Orion shook his head, still looking shell-shocked. “Ratchet, my friend I’ve mentioned before, was called in to help take care of the wounded. He was on the scene shortly after the incident, and he confirmed it’s not just anti-Decepticon propaganda. He _saw_ them.” Orion squeezed his hands together, venting a breath shakily. He’d immediately contacted Ratchet after seeing the first broadcast, both to confirm the story and make sure his friend was safe, no doubt. Their exchange was brief, but it was apparently enough to convince Orion. “Decepticons bombed that building.”

 _> Calculations: indicate a 64% decrease in support from neutral mechs after incident. Decepticon approval rating among citizens: decreased by 56%_, Soundwave reported in monotone across their com-link.

Megatronus snarled in frustration, turning sharply on his heel as he reached the end of the room and turned to pace another lap around it. This was a huge blow. Too many of his followers were already hesitant to openly show support for the Decepticon, especially those of higher-standing. The fear of backlash from their superiors and associates after this incident would likely terminate any future support from them. What little headway Orion had made in Iacon with mechs like Ratchet—a medic Orion spoke frequently and highly of, who treated all bots at his clinic regardless of their social standing or ability to pay him—and Alpha Trion was likely all for naught.

“Megatronus,” Orion said evenly, though his brows were still furrowed, concern evident. “Although this incident and the resulting loss of lives is tragic, you can’t blame yourself. You didn’t advocate for your followers to take such extreme measures. The best we can do now is openly divorce ourselves from these radicals and denounce their actions in the hopes that it will discourage further acts of brutality like this.”

Megatronus stopped pacing, looking over his spiked shoulder at Orion. “Who am I to demand they keep their anger in check, after everything that’s been done to them? To denounce them is to ally myself with the very mechs we’re fighting against.” ~~~~

“There is a difference between the two.” Orion stood and took a step forward. “When they take such action, it reflects poorly not only on our fundamental ideology, but on you as their leader. We _cannot_ let this be what your movement—what _our_ movement—is about.”

“I agree it’s not the course of action I had in mind, but it’s impossible to misinterpret their message. You can’t deny it caught the Council’s attention.” Megatronus’ gaze drifted to the window, to the clouds of smog rising from Kaon factories in heavy black coils. “…Perhaps there’s something to be said for a more forceful approach,” he said quietly, almost in an aside to himself. “After all, their violence against us has worked so well.”

Orion’s bright blue eyes widened in shock. “You can’t be serious—”

“And why not?” Megatronus snapped. He turned to face Orion fully, their height difference all the more apparent in that moment. “Mechs of your rank can always afford to safely protest. Us, they subdue with violence. It’s only natural that violence answers them—”

Orion’s hand was on his instantly, the boldness of the motion giving pause to Megatronus’ rage. Physical contact in the Pits was never lightly given, as it often indicated a challenge. Megatronus had no knowledge of what it represented for mechs of Orion’s social standing, but was aware of how it could look; an upper-class mech attempting to physically silence a lower-class one. But he understood Orion, and that the motion was not meant to silence, merely to ground.

Even so, behind Orion Megatronus saw Soundwave tense, whatever movement he was about to make halted no doubt by the reminder of Megatronus’ trust in the archivist.

“My friend—” Orion began then faltered, evidently still constructing his argument. Slowly, he retracted his hand, as though suddenly aware of the potential indecency of his action. “Apologies. Megatronus, I understand that given my position in society and the privilege I’ve been granted on its behalf, there is much I cannot speak for. I have not suffered as you have, nor have I experienced the same prejudice and injustices. Yet, even so—” he raised his hand and placed it over his spark— “It is my belief that violence in _any_ form will not give us the results we desire. At best, I fear inciting violence as a means of making our message heard will mark an end to any further cooperation with the Council, and prevent us from achieving a peaceful resolution. We will further alienate those who aren’t already aligned with our cause, and we jeopardize the support of mechs currently allied with us. At worst, it will incite severe retaliation from the Council, the likes of which we haven’t seen before. They will use incidents like the bombing to excuse further persecution of underprivileged mechs, marking them _all_ as potential Decepticon-sympathizers, regardless of their leaning. We risk putting even more mechs in harm’s way.”

Megatronus breathed out a long, frustrated sigh, tension making his nerves grate. Orion always acted as a counterbalance to him, tempering the flames of his anger so it was a sustained heat instead of a raging inferno threatening to consume all it touched. He helped channel it into something productive, like a blacksmith forging steel.

But this time, it wasn’t enough.

“What would you have me do, Orion? It’s one thing to endlessly philosophize and debate, and another to act.”

“But we _are_ acting. You, Soundwave, Ravage and his siblings, all of us have been working together to make it to the point we’re at now.” Orion’s hand was clenched in a fist over his chest, and Megatronus wondered for a moment if that was to hide its trembling. “Your work has influenced countless mechs. We’ve convinced so many to join our cause, and we have our meeting scheduled with the High Council mere days from now. We’ll make them listen, and we’ll create change. I know it’s slower than you’d prefer, but it’s all happening thanks to you,” Orion said with an air of desperation. “Please, Megatronus. I beg you to reconsider your position.”

Megatronus stared down at his friend, unsure who felt more disappointed in this moment. “You say it takes time to enact change, but my people and I have waited _centuries_ for change. How many more of us must die before we see it come to pass?”

Slowly, Orion bowed his head. Whether in shame or sorrow, he didn’t know.

Megatronus turned away. He already knew Orion didn’t have an answer. None of them did.

“Good intentions only count if you follow through, Orion Pax, and I intend to do so. If the path before me lies stained with energon, it’s no different than the one I’ve been forced to walk so far.” Flames burned in Megatronus’ eyes and he cast his hardened gaze over the buildings of Kaon, off in the direction of Iacon. “I won’t die until I see this revolution through to its end. I won’t relinquish my spark even to Primus himself until this system of oppression is dismantled.”

**Notes for the Chapter:**

> Orion Pax and Megatronus' relationship is a ticking time bomb, and the clock's just reached zero. (In other news, happy Pride everyone!)
> 
> Part of the reason why I started writing this story is because I was (and still am) extremely frustrated with the state of the world, and the government in general. Some of the arguments Megatronus and Orion have throughout this fic are ones I’ve had with myself regarding politics and All That Fun Stuff. It was a bit cathartic to write things out.
> 
>  **NEXT TIME:** Definitely nothing good will come of this!


	6. I’ve Got Every Reason to Fight

**Summary for the Chapter:**

> Well. We all know how this next bit goes.

The worst part about Orion’s betrayal was that Megatronus hadn’t expected it.

Oh, there were warning signs, of course—signs he’d willingly blinded himself to. He saw how reluctant Orion was to take action into his own hands and had ignored it, certain that his hesitation would diminish with time. Megatronus hadn’t seen Orion’s proposals for reform as they truly were: stagnation under the guise of progress. Idealistic philosophizing with no desire to act upon them; a coward’s way to claim allyship while in reality making no effort to put such lofty morals into practice.

But Megatronus had believed in Orion. Flattered by his praise, attracted by his intellect, Megatronus convinced himself his friend was different, certain his trust wasn’t misplaced. Yes, Orion was an elite, but he wasn’t like the pompous aristocrats and corrupt politicians they were fighting against. He’d beckoned Orion to his side as they entered the Council’s chambers, Soundwave watching his back like the ever-faithful shadow he was. In that moment, with his two most trusted friends beside him, Megatronus actually dared to hope the culmination of their efforts wouldn’t be in vain. 

That feeling died when he faced the leaders of their world. As Megatronus argued with the High Council, as they’d dispassionately ignored and belittled his ideas, he’d looked at Orion, convinced that this exchange would be enough to finally prove to his friend—to _everyone_ —that revolution by force was the only way to salvage their society.

He was wrong.

The Council turned to Orion—to their precious data clerk, their _equal_ who’d never had to bleed or suffer as Megatronus had—and asked him to speak. And what did he do?

_What did he do?_

It was like one of their old debates held in Megatronus’ study, but with much higher stakes. No longer a simple clash of ideas to end with a sigh, a frustrated but fond smile, and an agreement that the only common ground they could find was that change must come. Megatronus watched as Orion denounced his violent call for action—denounced _him_ —advocating for peace through justice and empathy as though peace meant anything.

For the first time in his life, Megatronus had no words.

He turned and left in a silent rage, unaware of Orion reaching out to him even as the Council proclaimed him a Prime. Despite all his meticulous planning and preparations, Megatronus never expected the biggest danger to be his ally.

 ~~~~

* * *

 

The Council’s first assassin caught him barely after he crossed the border back into Kaon.

Megatronus should’ve realized they’d never let a revolutionary walk free after the declaration of war he practically made, but with Orion’s betrayal fresh in his mind, anger made him overlook the possibility. Had it not been for Laserbeak’s swiftly chirped warning and the arm Soundwave immediately raised to push him back, his revolution would’ve died that day.

The sound of cannon-fire and the acrid smell of burning circuitry brought Megatronus crashing back to the present as he stumbled backward. Soundwave stood before him, left arm all but disintegrated and chest half caved-in from the energy shot he just took for Megatronus. Soundwave swayed, his remaining functional arm barely keeping him from collapsing on the ground as his knees buckled and gave out.

In an instant, Soundwave’s symbiotes leapt into action. Buzzsaw and Ravage chased after Laserbeak, who was trailing their attacker as he fled. The twins remained behind, ill-suited to keep up with the fliers and Ravage, rushing instead to Soundwave’s side. Several of Megatronus’ Decepticon followers who’d awaited his return and met him at the border dashed after Laserbeak too, and the distant shriek that sounded less than a minute later signaled their capture of the attempted assassin. Megatronus would deal with the mech later; at the moment he had more pressing concerns.

The numb shock that had momentarily overcome Megatronus passed as he knelt at Soundwave’s side to assess the damage. His wound looked even worse up-close; the metal still burned white-hot as though eaten through by acid. Megatronus winced involuntarily. No gladiator was a stranger to pain or grievous injury, but even by Pits standards, this was bad. Energon stained Soundwave’s obsidian armor a morbid cerulean blue, and it was quickly pooling underneath them. He needed a medic; fast.

Megatronus braced a hand against Soundwave’s back to support him. “Steady. Can you stand?”

A rough static-laced hiss of pain was the only response Megatronus received, the crackling energy across Soundwave’s damaged chassis flickering. Rumble and Frenzy flinched, resting a hand over their own chests as feedback from their host’s injury echoed across their bond. Soundwave automatically raised a hand as though to steady them, shakily attempting to push himself back up. The motion proved to be too much for his damaged frame, however. Another ripple of energy sputtered from his chest without warning, and like a puppet with its strings cut, Soundwave slumped against Megatronus, head falling limply against his shoulder.

Raw fear consumed Megatronus’ spark and overshadowed everything else. For one terrifying moment, he almost thought—

But no—the light of Soundwave’s spark (visible through the gaping hole in his chest) still shone; though it was dimming like a dying ember. Careful not to exacerbate the injury, he quickly gathered Soundwave up in his arms. The twins clung to each other, worried chatter only adding to Megatronus’ growing anxiety. “Call Shockwave,” Megatronus shouted at the nearest Decepticon who’d remained behind, an ex-circuit-booster addict by the name of Deadlock. “Tell him to prepare his medical bay. Have the others restrain our assailant until my return.” He barely heard Deadlock’s nervous reply before he was off, tearing through Kaon’s streets.

Time moved too quickly after that, moments blurring together in a seemingly endless stream of consciousness. He remembered Rumble and Frenzy at his heels, following so closely they nearly risked getting underfoot, the glow in Soundwave’s chest fading as the minutes ticked by. Twice he’d let his guard down that day. The first instance nearly cost him his revolution; was the toll for his continued negligence to be his last loyal ally?

Megatronus all but kicked open the doors to Shockwave’s lab when they finally arrived, and he rushed Soundwave inside. The workshop had grown in size and upgraded its tech significantly since Megatronus’ last visit. Though it was little more than a month since Shockwave’s recruitment, he clearly made use of the resources Megatronus offered him as part of his alliance. Although not necessarily a rebel like many mechs under the Decepticon name, Shockwave’s motivations were clearer than most of his followers’. His reasons, while not driven by passion or an innate sense of justice, were…logical. Megatronus offered a future with fewer restrictions, and Shockwave was willing to help make it a reality—provided he too would reap the benefits of that slackened control with regards to his experiments.

Though more of a scientist than a doctor, Shockwave was his—and Soundwave’s—best option right now.

“Repair him,” Megatronus said shortly. It was not a request. He carefully lay Soundwave on the medical table Shockwave prepped for their arrival, and the purple light emanating from the biolights on Soundwave’s chest flickered faintly. Megatronus’ hand twitched. Below him, the twins shuffled to stand by the table, casting a nervous glance in Shockwave’s direction.

“As you command.” Shockwave asked no clarifying questions, merely looking over his patient and the symbiotes with interest.

“Inform me if there are any significant changes to his condition.” Megatronus forcefully tore his gaze away from the gruesome sight before him. Other matters required his attention; he refused to let the Council’s actions go unanswered. “I expect updates.”

“Understood,” Shockwave said, already reaching for his tools.

Rumble and Frenzy waivered at Soundwave’s side for a moment like a pair of lost sparklings, tightly gripping each other’s hand. They looked between him and Megatronus, conflicted.

Megatronus didn’t turn back as he spoke. “Remain behind, if you so choose. But know you can do nothing for him here.” The time for passive protests had long since passed. Soundwave recognized that from the start, and Megatronus was a fool to have been persuaded otherwise. He wouldn’t hesitate anymore—no longer would he excuse inaction. Fists clenched, he exited the lab and sent his Decepticons rendezvous coordinates.

The twins dutifully trailed after Megatronus, casting a final uncertain glance back as the doors to the lab slid shut behind them, and Soundwave was lost to their sight.

 

* * *

Slowly, and with painstaking care, Megatronus methodically ripped apart his attempted assassin piece-by-piece until the mech begged for deactivation, coolant streaking down their cheeks as they knelt in a puddle of their own energon. Only after their voice-box finally shorted out did Megatronus eventually grant it, liberating their head from their shoulders with a single clean stroke. It was still too merciful for his liking.

He shook his blade free of the mech’s energon with a sharp gesture, exiting the makeshift interrogation room his Decepticons set up in a dilapidated building near the incident scene.

“Have this sent to Shockwave’s lab for him to analyze,” Megatronus said as he tossed the mech’s weapon to a waiting Deadlock, who caught it with ease. “Since the Council is so eager to dispose of me, we might as well level the playing field. I doubt Shockwave will find it difficult to replicate and improve upon this cannon’s design.”

Deadlock nodded solemnly. “And the body, sir?”

“Leave it. Let the Council take care of their own, I have enough messes of theirs to clean up as it is,” Megatronus growled. A message from Orion Pax was insistently pinging his com, not the first he’d received that night. He deleted it, cutting the connection with brutal finality. “If the Council want war, so be it. Let them feel the wrath their cruelty created. They will never get the chance to silence me again.”

**Notes for the Chapter:**

> I feel like it's necessary to note Megatron isn’t _necessarily_ the most reliable narrator (that being said, I don’t think Ratchet's account of this event during TFP's “One Shall Rise” arc was entirely accurate either). Regardless of "what really happened" during the Council meeting, there's no coming back from this now.
> 
> To ease the sting of this chapter, I wanted to share a joke one of my beta readers made. At the line _“Flattered by his praise, attracted by his intellect”_ Saling added “blinded by his thirst” and I haven’t known a moment’s peace since I read that. (Thanks buddy, that joke’s STILL got me wheezing).
> 
> Next time: Playlists to help you plan a revolution and get over your ex (just kidding). Incidentally, if anyone wants a list of relevant songs I’ve been listening to while writing this, check out the fic’s unofficial playlist **[here](https://shikai-the-storyteller.tumblr.com/post/185498890348/the-unofficial-change-in-all-things-is)**.
> 
>  **NEXT TIME:** The aftermath of betrayal.


	7. Unbidden Loyalty, Unparalleled Trust

**Summary for the Chapter:**

> Soundwave and Megatron have a talk.

**Notes for the Chapter:**

> Happy (belated) Father's Day to the best dad in the universe: Soundwave. Coincidentally, this is a very Soundwave-centric chapter.
> 
>  **IMPORTANT NOTE:** I imagine in the time that passed since the events of the last chapter, Megatron transitioned his name from ‘Megatronus’ to ‘Megatron’. This isn’t addressed until a little later on in the chapter (and even then only briefly) so I thought it was worth noting here so people wouldn’t get confused. 
> 
> Also, in case you missed it, I created a short **[playlist of songs](https://shikai-the-storyteller.tumblr.com/post/185498890348/the-unofficial-change-in-all-things-is)** relevant to this fic / the characters. Give it a look if you're looking for some TFP-inspired songs.

In the months that passed since Megatron’s ill-fated meeting, tension between the High Council’s troops and the Decepticons ignited into all-out war. Battles were fought both in the political realm and on the field now, neutral bots forced to pick a side for their own safety as prejudice mounted and casualties rose.

For all their censure of Megatron and his followers’ violent call to arms, the Council was quick to assemble a militia of their own—the Autobots—under the leadership of their newly appointed Prime. Megatron didn’t miss the irony in their choice of name. How any mech could be considered “autonomous” in a system that actively strove to suppress its citizens’ freedom was beyond him. The Council already controlled Cybertron; now they had an armed army of puppets at their command with a figurehead Prime to forcefully carry out their will. There was no autonomy in that.

Starscream laughed on the occasion when Megatron voiced this thought aloud.

“Oh, but naturally. Freedom is too terrifying a concept for mechs who’ve never had to think for themselves. It’s easier to let others do their thinking for them—to reduce the world into simple monochromes of ‘good’ and ‘bad’, ‘right’ and ‘wrong’. They make for eager cannon-fodder when suitably brainwashed by pretty words.” As he spoke, he cast a suggestive glance in Soundwave’s direction. “ _Loyalty_ ,” he said with a sneer, “is so easily exploited.” Starscream’s gaze flitted back to Megatron as he continued, “Of course, even leaders are susceptible to manipulation. Most lack the experience of being challenged.” A wicked grin stretched his face as he leaned forward, draping his arm across the back of Megatron’s chair. “All you need is some leverage on them and their confident façade crumbles, along with any authority they had.”

The conversation reminded Megatron _exactly_ why their Vosian contact was better at playing the game of politics than any of his other Decepticons. As a noble-born Seeker and elite air force commander, Starscream had generous experience in the realm of bribery, blackmail, and both metaphorical and literal backstabbing. He had a talent for recruiting powerful allies to their side and allocating much-needed funding through generous donations from mechs he either sweet-talked, blackmailed, or both. Like Megatron, Starscream knew how to use his words to charm and sway others, but his language was more circuitous. It was difficult to know his true thoughts or motivations, for his silver-tongue spoke lies more often than truths. Starscream was a valuable new asset to their cause—albeit one Megatron was reluctant to rely too much on.

Trust was not something he gave away freely. As precious and rare as it was before, trust no longer existed in Megatron’s vocabulary now. It had soured and twisted into something unrecognizable. Usefulness now defined a mech’s value to him, and Starscream’s usefulness extended beyond the political battlefield.

Starscream’s mind was as sharp as his tongue. He led his Seekers in attacks against Autobot forces with skillful mastery, executing such cunningly brutal combat routines that his enemies were left scrambling for cover at the mere sight of them. Starscream even helped engineer Megatron’s prized weapon—a fusion cannon—after studying the Council assassin’s weapon while working alongside Shockwave (much to Starscream’s chagrin). Shockwave’s lab itself was upgraded thanks to the generous donations Starscream acquired for them; something Starscream loudly reminded everyone of whenever Shockwave was in the vicinity.

Despite Starscream’s self-absorbed nature and (frankly) exasperating personality, his efficiency on and off the battlefield more than compensated for his unpleasant traits. He held the respect of his Seekers, a leader in his own right as a result of his effort, abilities, and natural authority. Though Megatron would never admit it out loud—particularly not to _Starscream_ of all mechs, Primus knows his ego didn’t need to get any bigger—he was impressed.

Seeing how Starscream relished flattery as much as he doled it out, Megatron decided to reward him for his successive accomplishments with the title of Second in Command of the Decepticons. Starscream practically _preened_ at the promotion, delighted and haughty as he lorded his newly-acquired position over Megatron’s other followers, many of whom grumbled but wisely remained silent about the appointment. Perhaps it was unwise to place so much power in the hands of a mech with an insatiable desire for it, but Megatron preferred to keep a close eye on officers prone to treacherous thoughts.

Soundwave remained in his position as Third in Command. Megatron was adamant in his refusal to make his most loyal officer fill the place of a traitor, though he never shared his reasoning aloud. If Soundwave knew of the logic behind his appointment, he said nothing of it.

In fact, these days Soundwave hardly said anything at all.

  

* * *

 

Soundwave was different after his repairs were completed. The damage he received while shielding Megatron nearly offlined him; only thanks to Shockwave was he able to pull through. Even so, the initial discovery of what Shockwave did to save his chief officer nearly sent Megatron into a rage.

After entrusting his injured friend to Shockwave and dispatching the Council assassin, Megatron led his troops in an assault on the neighboring cities between Kaon and Iacon, tearing down government buildings and the homes of the upper-class mechs living there. His message to the High Council was clear: never again would they have the chance to silence him. He’d make good on his promise of war. Words alone didn’t create change—of that, Megatron was now certain. Moving forward, he would let actions speak where words had failed.

Dour yet mollified for the moment, it was only after their mission was completed that Megatron finally had time to return and observe the progress Shockwave made. Shockwave gave no further updates after confirming his officer was still alive, and now that their immediate priority wasn’t avoiding enemy-fire, Soundwave’s worried symbiotes anxiously pestered Megatron for news in spite of him repeatedly waving away their concern. He’d received verification Soundwave still functioned; surely there was no reason to continue fretting over him. After all, he was a hardy gladiator of the Pits.

Only after laying eyes on Soundwave did Megatron realize _exactly_ what transpired in his absence.

“I asked for you to repair my general, Shockwave. What is _this_?” Megatron snarled, voice full of venom as he gestured at the completely reformatted unconscious mech lying on the medical berth before them.

Soundwave’s bulk had easily been reduced to a third of what it originally was. His arms, once brawny and effective for delivering powerful blows, were now two long unbroken sheets of metal like the wings of an aircraft, tipped by long spindly fingers. His legs were likewise slighter, angles accentuated. The purple biolights that wove an intricate pattern over Soundwave’s abdomen and chest were more apparent now, the majority of his armor slimmed down and hugging his frame. Despite the diminutive redesign, Soundwave failed to look fragile. Instead he looked…deadly. Un-Cybertronian, a fearful appearance both familiar and not. However, this was not what Megatron had requested of Shockwave.

“You require a spy,” Shockwave said blandly, unmoved by the underlying threat evident in Megatron’s tone. He pulled up a chart of Soundwave’s vitals, all data points indicating his energy and spark readings were at optimal levels. “Information is what the Decepticons require to keep an edge over the Council and their ‘Autobots’. Soundwave is the best soldier for that task. I simply modified his design and assisted him in becoming the best possible version of himself. Overall speed and performance output should be increased by 64.8%, by my calculations. It is unlikely Soundwave would protest such modifications.” His single red optic glowed eerily in the dim light of the lab as he awaited Megatron’s judgement.

Megatron silently agreed Soundwave probably wouldn’t care, but the idea of stripping a mech down to their very hardware and adjusting their base programming without explicit consent sent an uneasy shudder through him. While aligning himself with Shockwave did indeed have its benefits, on occasions such as this, Megatron questioned the obvious lack of ethics his science officer had.

Soundwave’s symbiotes clearly had similar thoughts. Though most of them followed Megatron in his retaliatory attacks against the Council, Laserbeak remained behind, stubbornly perched on Soundwave’s chest. She relayed basic information on his condition back to the other symbiotes and loyally guarded Soundwave—though Megatron doubted the minicon could stop any nefarious experiment Shockwave was capable of conducting. Were he truly tempted to tamper with Soundwave’s code in a detrimental way, there was very little the flier could do to stop him, short of contacting Megatron for help. But Shockwave was keenly aware of the value Megatron placed in Soundwave, and of Soundwave’s importance to their cause, and the knowledge likely provided more protection than either Megatron or Laserbeak ever could. The flawed logic in doing something harmful to Soundwave to satisfy some morbid curiosity at the cost of the progression of their movement didn’t fit Shockwave’s character. It was an understanding of the mech’s logic and trust in _it_ , rather than in Shockwave himself, that allowed Megatron to hand Soundwave over to the scientist in the first place.

“…See to it he’s brought back online as soon as possible,” Megatron said, casting a final forbidding look in Shockwave’s direction before moving toward the exit. “Regardless of your intentions, a damaged soldier locked in stasis is as good to me as a dead one.”

 

* * *

 

In spite of his order, it took time for Soundwave to recover fully, and by then a great deal had changed.

Apart from abandoning his gladiatorial name, _Megatronus_ , and adopting the one popularized by his devoted Decepticons, the majority of Vos and its fliers now officially pledged allegiance to Megatron, thanks to Starscream’s cunning and manipulation. His Seeker armada tipped the scale against the Autobot forces, who had flight frames in short supply. It was only fitting that Megatron’s new alt mode reflected the air superiority his force now boasted; or at least, that’s what Starscream argued.

Alt-mode modifications were typically a privilege only the richest mechs could afford, but Megatron had access to the best scientist and most devious flier on Cybertron. It took very little convincing for him to agree to it. He held no affection for his mining alt-mode; in his eyes he was merely trading one tool for another. Despite Shockwave’s presumption with Soundwave, Megatron had no qualms about letting the scientist improve his own performance abilities. Shockwave wouldn’t dare make the same mistake twice.

Shockwave designed the heavily armored warbird build with tips from Starscream, who snidely remarked no _grounder_ scientist could possibly understand the finesse of a flight frame’s design no matter how adept they claimed to be. In spite of the one-sided pettiness on Starscream’s part, Megatron’s operation went smoothly, new weapons system fully compatible with his fusion cannon both in and outside of his alt-mode.

Still, the reformatting took some getting used to. Megatron’s initial test flights were shaky, his take-offs and landings hardly as graceful as the smooth mid-air transformations Starscream performed. Starscream had graciously offered to give him flying tips, but Megatron had a feeling the offer was made less out of selflessness and more from an inherent need to show off (or perhaps it was just a thinly-veiled excuse to criticize Megatron to his face).

Despite his rocky start, it didn’t take too long for Megatron to adjust to his new frame. He knew he’d succeeded when Starscream failed to find new things to henpeck him about (though that didn’t stop Starscream from loudly complaining every time his leader shot by and the strong tailwind sent him spinning).

Unlike Soundwave’s redesign, Megatron’s wasn’t a total system overhaul. He retained the same outward design and only had a few minor adjustments to his internals, along with an added flight engine. Whatever lingering discomfort Megatron felt, Soundwave likely experienced tenfold.

Even so, just as Shockwave predicted, Soundwave easily surpassed the standard of excellence Megatron had come to expect from him. Already unmatched in the area of communications and surveillance, he was truly in a league of his own now. With his new frame, Soundwave was able to collect more data and do even more reconnaissance than before. He never faltered, never complained, determined as ever to carry out Megatron’s will.

Megatron felt no sense of responsibility for Soundwave’s current state. His Third was no youngling in need of safeguarding nor a mech incapable of handling the consequences of his actions, be they good or bad. Even so, a heavy unnamed something weighed on Megatron’s mind—be it affection in the guise of obligation or a denied sense of remorse, even Megatron wasn’t sure. Whatever it was, it nagged at Megatron’s processor, compelling him to keep an eye on Soundwave even as their movement demanded more and more of his attention.

 ~~~~They stood together now, with Megatron’s troops in the Decepticon’s base. They’d reclaimed Kaon’s gladiatorial pit as their own, turning the naturally fortified stronghold at the center of the city into their main headquarters. It provided the perfect airfield for their Seeker forces, and its defenses made it nigh impenetrable to the Autobot’s army.

Restless energy radiated from his soldiers seated in the stands. They all knew exactly why he’d called them here. Megatron always gave his supporters a rallying speech to preface an attack, outlining their goals and reminding them what was at stake.

The upcoming battle was no routine operation, however.

 ~~~~All eyes were on Megatron as he stepped forward, and he let his gaze slowly roam over his followers.

“My fellow Decepticons…” he began, Soundwave amplifying his voice so it washed over them. “For countless millennia, we have suffered silently under the rule of the Council and their Primes. But at last, our long-awaited moment of retribution approaches. At dawn, we invade Iacon and take the fight directly to our opponents.” He paced, hands folded behind his back as he addressed the assembly at large. “There are those among you who ask, even now, why force is necessary. ‘Why must further energon be spilled when so many have died already?’ ‘Is fighting _truly_ crucial to create change?’”

A few mechs in the crowd snickered, glancing around at their neighbors as though they could sniff-out the skeptics. Megatron raised a hand, and they instantly quieted.

“Our enemies rage at us for inciting war. They say we cause chaos, that our methods are too violent, that our war is avoidable. To them, I say this: we’ve _always_ been at war. Up until this point, it has just been one-sided.”

The crowd grew deadly silent, all of them taking in his words. Megatron stepped to the very edge of his raised platform, looking every bit the gladiator as his powerful silhouette towered over them, backlit by the sun’s dying light.

“No longer will we cower. No more will we endure their abuse. We will not beg for compassion or understanding from mechs who’ve repeatedly shown they are indifferent to our suffering.” At this, Megatron’s voice grew louder, his words reverberating through the crowd. “When we march on Iacon, we strike at the heart of our society’s rotten core. The systemic oppression we aim to abolish is rooted most deeply in the capital city the Council calls home. Only by destroying rotten foundation can we seek to rebuild. Only through _action_ can we create _change_. Together, we will raze Iacon to the ground and cut down all those who stand against us attempting to defend this broken system.” The crowd roared their approval, shouting over each other and yelling his name, but Megatron’s own commanding voice rose even higher above the clamor. He raised an arm up, clenching his fist slowly. “Let the Autobots fall with the corrupt leaders and obsolete laws they seek to uphold. I call upon you all to take up arms, to _rise up_ and say **_no more_**!”

The deafening cries and cheers were reminiscent of arena battles. Only this time, Megatron stood above the crowd, not below them, acting as their guiding hand and aiming them towards their goal like the leader he was always meant to be.

Satisfied, Megatron nodded at Soundwave, who cut the audio and followed Megatron off the dais. The crowd obediently parted before them. Several Decepticons cast a nervous glance their way as Megatron passed, his third in command following him as always like a silent shadow.

Before an important battle, Megatron typically discussed tactics with his senior officers and reviewed their strategy a final time to ensure they hadn’t missed anything. They’d meticulously picked apart the battle plans over the past few weeks in preparation, analyzing alternatives and potential for error endlessly until Starscream finally snapped one day and shouted, “If I hear the word ‘strategy’ one more time I’m going fling myself into a smelter!”

Unsurprisingly, Starscream was currently nowhere to be found. He was likely avoiding Megatron and Soundwave, fearing one of them might drag him to yet another war council. However, Megatron had no desire to assemble a meeting at the moment, particularly when Starscream was in one of his _moods_. A few hours remained before they planned to march, and there was a final task that until now Megatron hadn’t the time to address.

There was no need for Megatron to convey his desire to discuss something. Soundwave likely knew his intention as soon as they diverted from their usual path. Megatron led them into the war room, a chamber overlooking the arena which once hosted the Pits’ richest patrons. The vapid trappings of wealth that ornamented the room were the first things cast aside once Megatron and his Decepticons repurposed it. All that remained was a long table surrounded by high-backed titanium chairs, the windows reflecting the last quickly-fading rays of sunlight across the room.

Megatron didn’t sit, nor did he invite Soundwave to. Such formality was unnecessary between them. He dismissed the guards inside so they had a modicum of privacy, wishing to speak to his Third without prying audials.

Yet now that he was here, standing across from Soundwave, he found himself unsure of what to say.

“As you know, I am loathe to equivocation, particularly with you of all mechs,” Megatron said, deciding it was best to get straight to the point. He folded his arms across his broad chest. “If you have something on your mind, or some grievance to air, then do so.”

Soundwave managed to look almost uncomfortable at the words, the minute increase in tension in his posture noticeable only because of Megatron’s familiarity with him.

“You may speak freely here. I’m listening.”

To his surprise, Soundwave slowly dropped to one knee before him. _> Soundwave: apologizes._

He frowned, resting a hand against the cold metal of the table as he looked down at his Third. “What could you possibly have to apologize for?”

A copy of Soundwave’s old message flickered across their com-link. _> Bonds: protect._

Megatron quirked a brow at that. He made a gesture at Soundwave’s reformatted frame, “Am I to assume what led to this does not count?”

_> Action: that of one dedicated to the Decepticon cause, and the leader of it._

His frown deepened. “Then tell me, Soundwave, how _exactly_ have you failed me?”

Soundwave paused for the briefest of moments, as though conflicted. _> Advice regarding past ally: detrimental. Repercussion: unforeseen. _He hesitated again. For a moment Megatron wondered if his unflappable Third was at a loss for words. > _Ramifications: variable. More data: required to form proper analysis. Regardless: Megatron suffers._

Megatron’s breath stalled, caught off-guard by his statement. “…I bear no grudge against you. You couldn’t have predicted this outcome, nor are you responsible for the choices I make. Even so,” Megatron said, unfamiliar with the weariness in his voice, “You were wrong, Soundwave. Bonds make us _weak_.”

_> Orion Pax: unworthy of bond._

Had it been anyone else, _anyone_ other than Soundwave, his third in command who so recently took a shot for him, Megatron would’ve torn their head clean from their body for mentioning Orion’s name. Instead he reflexively turned away, the table gouged with long claw-marks from where his hand had suddenly contracted into a fist. It was a disgusting show of weakness, but Megatron didn’t dare look at Soundwave as he spoke, the wound still too fresh. “Trusting him was a mistake, one I paid dearly for,” he hissed, aware of the shameless justifications he was rapidly constructing in his mind. Condemnation of Orion’s actions, excuses for his own. “I won’t leave myself open to that sort of vulnerability again, nor will I make the same error in judgement.”

Soundwave bowed his head _. > Soundwave: apologizes. Intention: was never to harm Lord Megatron._

Megatron grit his teeth, but it was not Soundwave he was angry with.

He vented heavily, composing himself. Slowly he turned to face his Third, who remained kneeling, head bowed. “I don’t hold you accountable for the actions of a traitor. However…” He stepped closer and placed a single lethal claw tip under Soundwave’s chin, raising his helm up. “I can no longer afford to act as I once did.”

 ~~~~Soundwave didn’t resist or pull away, unflinchingly meeting Megatron’s gaze through his obsidian mask.

Slowly, Megatron let a small reluctant smile curve the corner of his mouth. “Loyalty such as yours is a rare gift, Soundwave. One I failed to recognize or properly appreciate. I will take care not to assume the same standard from other mechs in the future, nor will I forget the fidelity you alone have shown me time and time again.”

“ _I stand with you, always_.”

Megatron had never heard Soundwave’s voice before. It took him a moment to identify that the sound indeed came from the mech kneeling before him. Soundwave’s words were static-laced, voice rough and underused, the rhythm of it an amalgam of discordant tones. It sharply contrasted the layered glyphs and calm monotone text of his com messages.

Shaking off his initial surprise, Megatron removed the claw from under Soundwave’s chin and instead offered him a hand. “Then stand at my side, in the hard-earned position where you belong.”

There was no hesitation before Soundwave took his hand.

Megatron raised him up, voice little more than a growl. “Be my eyes as we tear down their false Prime.” He released Soundwave’s hand and instead moved to grip his shoulder, fingertips brushing the Decepticon emblem branded onto his arm as he gave him once-over. “I trust you and your symbiotes are prepared for the battle.” It wasn’t a question. Reformatting or no, he understood Soundwave’s capabilities nearly as well as he knew his own. A nod confirmed this, and Megatron hummed thoughtfully. “In that case, I have a request to make of you.”

He led Soundwave to the balcony, faint beams of moonlight casting a silver radiance over them as they stepped outside. Normally, with his pitch-black armor and inconspicuous manner, Soundwave all but blended into the shadows. But here, with the light from Cybertron’s twin moons high overhead and the soft purple glow emanating from his chest, Soundwave almost looked like some otherworldly being momentarily caught in a spotlight.

“Circumstances have prevented us from sparring lately. I admit, I miss the challenge,” Megatron said, leaning one arm against the balcony railing. “However, an actual match right now would no doubt impede our performance in tomorrow’s battle. For the moment, I’d rather you indulge me in a different exercise.”

Soundwave silently cocked his head to the side, patiently waiting for him to clarify.

Nothing about Megatron was gentle, not after a lifetime of abuse and violence, but in the half-light of the shadowy balcony, the smile he gave Soundwave could’ve been. “I’ve yet to see you fly,” he said simply. Megatron motioned to the clear sky, to the stars glimmering like crystals high above them. “Join me?”

They leapt off the balcony in unison, diving together like some parody of a trust fall. Megatron laughed at the thought. At the idea he’d ever need to test Soundwave’s trust in him. At the idea Soundwave had ever proven unworthy of his own trust.

The sound of a transformation sequence activated beside him, and overhead, a sleek black drone silently shot skyward. With a grin, Megatron twisted, armor shifting and engines roaring as his thrusters activated, propelling him forward after Soundwave and up into the night sky.

**Notes for the Chapter:**

> Thanks for reading! As I said in the beginning notes, it felt a little unnecessary to get too into the “Megatron changed his name” thing. I considered adding more of an explanation, but it made the chapter veer off-topic too much so I left it as-is. Hope that wasn't too confusing!
> 
> I got legitimately flustered writing out that ending scene between Megatron and Soundwave because I am The Biggest Weenie In The Universe. I've got such a huge soft spot for Megawave.
> 
>  **NEXT TIME:** The fall of Iacon, and old friends reunited.


	8. Meet Me on the Battlefield

**Summary for the Chapter:**

> The first time Megatron faced Optimus Prime in battle, he almost didn’t recognize him.

There was little the Autobots or their leader did without Megatron’s knowledge, thanks to Soundwave. If they gained a new ally, if they dispatched a scouting team, if they so much as scheduled an outdoor training exercise, Megatron was the first to know. So, when Soundwave informed him the Council had appointed the task of finding the Matrix of Leadership to Orion Pax, Megatron immediately started strategizing.

He knew that by delegating Orion to find the Matrix, the Council sought to hinder his movement even further. They’d already identified the Decepticon’s weakest link and had managed swayed Orion with their apologies and false promises of change. It was a heavy blow, both to the cause and to Megatron personally, but the damage was ultimately not insurmountable. If anything, the betrayal only galvanized Megatron’s determination. He dispatched his own forces to search for the Matrix, wishing to claim it for himself, or barring that, deprive Orion the legitimacy of his ‘Prime’ title.

He failed.

 _> Iacon: officially recognizes a new Prime_. Soundwave’s blunt message succinctly summarized the results of his recent surveillance. _> Autobot morale: higher than normal; likely to impact combat abilities_.

News of Orion’s success reached them shortly before they were due to march on Iacon. To be precise, exactly an hour before they planned to leave. The information did little to brighten Megatron’s mood. Based on the way Starscream kept warily glancing between him and Soundwave, as though expecting the latter to spontaneously combust, his temper was poorly disguised.

Megatron grinded his teeth, slowly reigning in his emotions. No matter. The direct assault on the Autobot capital was long-awaited, and the anticipation thrumming through the Decepticon’s ranks was almost palpable. The promise of justice under Megatron’s leadership inspired confident warriors. If it came down to a matter of morale, the Autobots would be hard-pressed to match theirs, new Prime or no.

“This update changes nothing.” Megatron dismissed it with a wave of his hand, and the hologram screens around them shut off one by one. “Let the Autobots celebrate their trinket and obsolete Prime while they can. A rusty relic from a bygone era will not protect them,” he growled lowly. To put faith in anything but one’s own strength was foolish.

“Lord Megatron,” Starscream interjected cautiously, wings bowed but posture proud, “though nothing would please me more than to knock the Autobots and their Prime down a peg, given this update, perhaps it would be more prudent for us to reevaluate our strategy…?”

“And delay our attack another month while we deliberate only for a new snag to appear and delay it further?” His lip curled. “No, I think not. There’s no doubt the Autobots hope this news will unsettle us. I refuse to allow them that advantage.”

Starscream huffed. “It _will_ be their advantage if this little update proves to be more than just a ‘snag’ in our plan,” he said, emphasizing the word with sarcastic air quotes. “Primes were revered for a reason, or perhaps you’ve forgotten that while drunk on your own power trip.”

Megatron’s eyes narrowed. Automatically, his fusion canon began to power up, humming menacingly. “Unless you plan on launching your own solo attack against Iacon, I suggest you remember who’s in charge here, Starscream.”

Starscream’s left wing flicked in annoyance, but he gave no further sign of protest.

Megatron let his fusion cannon power down, absently rubbing his temple. “You have your orders. Soundwave, assemble your symbiotes and alert Shockwave. Starscream, prepare your Seekers. We leave at once.”

 

* * *

 

The sacking of Iacon was a fierce battle. Smoke and shrapnel filled the air as his Decepticons lay waste to the golden city, tearing it apart and setting aflame that which wouldn’t yield. Their goal was not only to devastate one of the Autobots last major strongholds, but to deliver on a promise Megatron made at the start of his revolution: the Council would fall.

Megatron’s fusion cannon lived up to expectations, leveling fragile silver towers and winding freeways alike from his vantage in the sky. Mechs in his line of fire fared no better—ground-bound soldiers fled at the sight of him, unable to return fire fast enough to hit him, let alone cause any lasting damage. The few fliers in the Autobots’ forces fell quickly to Starscream and his Seekers after the first wave of attacks, annihilating the Autobots’ primary line of aerial defense. Megatron circled high over smoking buildings, casting a glance down at the squadron soldiers whose turret he’d just devastated. They’d nearly managed to clip his wing, attempting to shoot him out of the sky with a surprisingly powerful wall-mounted canon—which combusted easily and caused a nasty explosion after Megatron fired a single shot at it. Whoever supplied the Autobots with weaponry was clearly doing so on a large, not to mention time-sensitive, scale. It was the only logical explanation for why their weapons were so brittle. Either that or their weapons master was a staunch believer in the “glass-cannon” approach.

Surveying the field, Megatron was pleased to see most remaining Autobots scrambling like glitchmice to regroup with units stationed near the center of the city. Penetrating their defenses proved easier than expected. Perhaps the Autobot’s generals assumed mere pawns would be enough to slow Megatron and his Decepticons. That, or they preferred to cower in safety while lesser-mechs got speared on their enemies’ blades.

 _How fitting_ , Megatron thought with a sneer. _Even in war the social hierarchy remains_. No matter. Soon enough, he’d eliminating the top of that pyramid. Only one pit-stop remained before the main event. Megatron circled a few city blocks before spotting his next target, and he adjusted his flight path into a steady dive.

The Hall of Records gleamed in the morning sun like freshly polished bronze, the convex roof reflecting light back at him brilliantly enough to blind. It stood near the middle of Iacon at the center of a large roundabout, which made the circular building look like the center of a target mark.

 _Very appropriate_ , Megatron thought wryly. Although the tall spires around it bore marks of battle, the Hall of Records alone remained undamaged. He’d ordered his forces not to touch the data facility—at least, not until he was through with it.

Despite Soundwave’s best attempts, the Autobot database remained impenetrable, tightly secured behind strong firewalls and layers of complex encryptions. The ancient archival library no doubt contained countless classified files that could aid the war efforts. Megatron was mainly interested in uncovering details about the secret cargo his Decepticons recently caught Autobots sending off-world. No doubt they hoped to deprive Megatron and his army of whatever the vessels held, but he had no way of knowing precisely _what_ the Autobots were so keen on keeping out of his hands. His spy-master’s surveillance pointed to weapons, but that answer didn’t satisfy him. Surely if the Autobots possessed powerful weapons, they’d _use_ them instead of hiding everything away.

Infiltrating the database from the inside was one of the primary goals he’d set his Decepticons. There would be time to dispose of the Council and their Prime once the city fell to him—and Megatron had no doubt Iacon _would_ fall—but securing sensitive Autobot intelligence came first. Brute-force had helped him triumph in the arena, but wars were won through strategic forethought. (Of course, that didn’t mean he couldn’t use both to guarantee his victory).

A direct com suddenly cut across the background Decepticon radio chatter. “ _Additional troops are headed towards the Iacon Hall of Records_ ,” Ravage’s unmistakable growl spoke in his audial.

Soundwave’s glyphs followed not a moment after. > _Symbiotes: too far away to intercept. Seekers: currently engaged in combat. Soundwave: will deal with opponents and arrive shortly._

Megatron cursed internally. Starscream was supposed to keep the area clear and reroute all opponents away from the archive to give Soundwave a clear path to it. He’d been right to preemptively act as backup; something was amiss. “Very well. Soundwave, disengage the enemy as soon as our reinforcements arrive. The files are top priority.”

With a well-practiced summersault, Megatron transformed back into bipedal mode and landed with a heavy _thud_ in a crouch in front of the Hall of Records. Five brave but ultimately foolish guards rushed to defend it, armed with nothing more than two hand-guns and a couple of short spears that looked more ceremonial than practical. They were cut down so easily Megatron didn’t even need to break his stride, his full-attention on the arched copper doorway before him.

During the early days of their alliance, Orion Pax had described the Hall of Records to him on several occasions. He spoke of the artistic design, the gilded details and engravings carved into the Hall, the curved dome that mimicked the night sky and simulated constellations at night. Its unique appearance was certainly appealing, but what interested Orion and Megatron the most lay inside the library.

“It’s the largest reservoir of knowledge on Cybertron. A billion years-worth of our world’s history stored at the touch of a fingertip,” Orion had told him, his face lit up with wonder and solemn reverence. “Over a lifetime of stories bridging the past and the present. The databank is incredible, I wish more mechs were allowed to see it. I wish…” he let his voice trail off, regret tinged with shame in his expression. His unspoken words hung in the air, unacknowledged but understood all the same.

Back then, Megatron was unable to imagine the majesty Orion spoke of, having no frame of reference to work from. Though Kaon had a distinct construction, its “style” was less of a style and more of a theme—and that theme was “recycle”. It was rare to see a building with less than five different eras-worth of remodeling and architecture integrated to it. Function was always prioritized over form; if something could be salvaged, it could be repurposed. The same motto held true for day to day life in Kaon: nothing was ever wasted. In poverty, a mech learned how to survive on salvaged scraps. Megatron doubted many Kaonites would share Orion’s sense of wonder for the ancient archive. The only knowledge mechs valued on the streets was how to avoid deactivation.

Even so, as Megatron pushed open the heavy metal door, he found himself wondering what Orion might have shared with him if he’d been able to visit Iacon before their fateful meeting with the Council. What new opinions would’ve formed, if he’d gotten the chance to see their world through Orion’s eyes?

But mechs of Megatron’s rank were barred from crossing city borders, let alone allowed entrance into Iacon’s Hall of Records. It was a foolish fantasy, and Megatron growled at his sentimental slip-up. Possibilities and “what-ifs” mattered little to him. The past was past—no amount of foolish reminiscing would change it. Ultimately, he and Orion made their choice. The actions they took based upon it were the only thing that mattered now.

The data terminals stretched endlessly past the limit of Megatron’s sight, the walls of the building nearly indistinguishable from the screens in the dim light. The blue glow of the monitors was the only thing illuminating the darkened hall. For an instant, Megatron could almost imagine a bright-eyed Orion Pax at a terminal, oblivious to his surroundings as he basked in the flow of information with a focused gaze.

Megatron never got the chance to ask Orion what revelation finally made him question the Council. He’d never asked why Orion trusted him, an anonymous gladiator with dangerous ideas, enough to travel to Kaon alone. Why he’d willingly left his comfortable life to seek the truth when it would’ve been so much easier to keep believing a lie. There were many things Megatron wasn’t able to say or do before…

He tore himself free from those traitorous thoughts abruptly. Soundwave would be here shortly to collect data; in the meantime, he might as well ensure the area was clear so his spy would remain undisturbed.

“I thought you’d come here.”

It took Megatron a moment to realize the voice wasn’t a figment of his imagination. Slowly, he turned.

Like a memory made material, there Orion Pax stood in the arched doorway of the archives.

But no—the broad-shouldered mech before him wasn’t Orion Pax. Not anymore. His designation, among other more important things, had changed with the Primacy. This wasn’t the little data clerk who’d spent countless hours poring over Megatron’s essays, picking them apart line by line. This wasn’t the stubborn optimist Megatron couldn’t bring himself to be annoyed at. This was _Optimus Prime_. Megatron sneered. He wouldn’t forget the associations the title carried with it, nor what it had cost them.

“Megatronus—” Optimus began, an unreadable expression crossing his face for an instant before he frowned. “No. These days you go by Megatron, don’t you?”

With an almost casual gesture, Megatron raised his arm and fired an energy blast at Optimus.

To his credit, Optimus managed to dodge as the heavy metal doors behind him were blasted off their hinges. He raised his hands in a placating gesture. “I am here to talk, not fight. This cycle of violence has gone on long enough.” His voice suited him now, the deep reverberations adding power to his words. “Stand down and we can resolve this peacefully.”

“Peacefully?” Megatron’s bark of laughter had an almost maniac edge to it. “I’m afraid peace was never an option for me, _Prime_.” He fired another shot at Optimus, who was forced to roll as he dodged again. Megatron unsheathed his blade and dashed forward, intending to bring it down on Optimus’ head, but Optimus raised his arms and suddenly two small blades unfolded to catch Megatron’s own. He pushed Megatron off him with surprising strength as he rose, falling into a battle stance Megatron was far too familiar with.

“I understand you’re angry—”

“You understand _nothing_ ,” Megatron roared, slashing a wide arc with his blade. Optimus hastily stepped back, but the edge still caught his arm and left a deep gash across the plating. “Talk will do nothing; you’ve already proven your words have no value. If you truly wish to stop this war, you’ll have to kill me.”

“I have no desire to harm you, Megatron.” Optimus caught Megatron’s blade against his again, forcing him away from a data terminal as he put himself between them, “But I cannot idly stand by as you and your followers kill our people.”

“Ever the hypocrite.” Megatron curled his free-hand into a fist and landed a hard blow to Optimus’ abdomen. The resulting gasp of pain lit something in Megatron, and he pressed his advantage. “You weren’t so eager to act when it was mechs like _me_ lined up for the slaughter.” He dug his claws into the unarmored part of Optimus’ shoulder, and the Prime visibly winced. “Interesting how easily your values changed, how quickly your distaste for violence dissolved once it was no longer _my_ cause you were fighting for.”

Optimus braced one hand against Megatron’s arm, keeping his claws from digging any deeper, and shoved him back. “You speak of values even while casting aside your own. The violence you inflict is mindless—half your assaults are shows of force made in anger with no strategic benefit. Your Decepticons fire on neutral cities, raid civilian homes, attack mechs who aren’t even involved—”

He almost laughed. “Not involved? _Everyone_ is involved, Optimus. From the most powerful Senator to the humblest data clerk.” Megatron circled his opponent as he’d so often done in the arena, waiting for another opportunity to strike. “You expect me to pity mechs who align with neither side? Neutrality is a privilege of the sheltered. Even if they didn’t support the Council’s doctrine against us, their passive nature did nothing to prevent our leader’s cruelty. Only in the face of adversity do they realize their mistake and beg for forgiveness, but cowards don’t deserve my mercy.”

“Their views are often born of ignorance, not malice. Regardless, every being is worthy of mercy.” Optimus followed Megatron’s movements carefully, keeping his distance. “Megatron, you once spoke of freedom, of a system where mechs could determine their identity for themselves and overcome society’s preconceptions of who they were. You envisioned a Cybertron united, a Cybertron we could be proud of. Do you truly believe this path of hate will lead you to the future you desire?”

Where once Megatron might have debated him, he was too fueled by rage to think. “The future I envisioned is beyond recovery, as is the world I hoped to salvage.” He stopped pacing, raising his cannon and levelling it directly at Optimus Prime’s head. “You and your Council made certain of that.”

For a brief instant, a flicker of something like remorse weighed heavily in Optimus’ gaze. “…I never wanted this outcome. I never sought power, nor did I crave the Primacy.” His solemn blue eyes hardened, and a battle mask unfolded over the lower half of his face. “But if the Matrix grants me the ability to end this war—to stop you—so be it.”

“Then by all means, _Optimus_ ,” Megatron sneered, his smile sharp and dangerous, “Try and stop me.”

Optimus raised his blades, resigned but determined as he met Megatron’s challenge. He only managed to take one step forward before a massive surge of electricity suddenly racked through his frame. He fell to his hands and knees hard, the voltage ruthlessly wreaking havoc on his motor functions and frying his circuitry.

From this angle, Megatron saw a black and purple cable latched securely onto his back, discharging thin white bands of energy. He exhaled a small huff of amusement. “Well done, Soundwave.”

Like a phantom materializing from the shadows, Soundwave dropped from his vantage on the ceiling. The battle earlier let him slip in unnoticed by either fighter, and he’d bided his time before making a move. He barely acknowledged Optimus’ presence as he straightened up and addressed Megatron. _ > Reinforcements: approach, Autobot and Decepticon alike._ He retracted his data cable from Optimus Prime’s prone form and plugged into the Archive’s main terminal station next to his second cable, which was already transferring files to him. Clearly, he’d started the download long before deciding to intervene. _> Data retrieval: partially complete; more time needed for full extraction._

Megatron doubted the Autobot soldiers en route to their location would be more difficult to overcome than the opponents he’d already faced. Then again, if they were reinforcements summoned by _Optimus Prime_ , odds were it wouldn’t just be a few scattered Autobots units showing up. It would be _all_ of them. Every remaining Autobot on the battlefield, all rushing to save their Prime. The Iacon Hall of Records was about to become ground zero.

To Soundwave, he merely said, “Make it fast.” As a gladiator of Kaon, Megatron was used to facing abysmal odds on a daily basis. This impending peril hardly made his “Top Ten” list.

Sparks crackled across Optimus’ plating as he struggled to push himself upright, processor rebooting. Megatron stared down at him with thinly-veiled malice, unimpressed. “It seems even the legendary Matrix of Leadership and a frame and weapons upgrade couldn’t make you a better fighter. Pity.” He shoved Optimus over so he fell sprawled on his back and planted a foot solidly on his chest to keep him there. “I told you before, didn’t I? Blades are only good for short-range battles.”

Optimus didn’t struggle against the weight pinning him down. He merely frowned up at Megatron, bitter disappointment etched into every line on his face. Then, in a voice so quiet Megatron almost didn’t catch it, Optimus said, “I remember.”

There was a flash of silver, and before Megatron could even process what was happening, one of Optimus’ blade arms transformed into a cannon. Without missing a beat, he took aim and fired a powerful blast directly at the Archive’s main terminal. The screen immediately turned to static, the code and files previously flashing across it vanishing in an instant. Soundwave swiftly retracted his data cables and leapt back as the terminal crackled with charge, then exploded. The screens of the remaining computers around them turned black one by one as their connection to the main database was lost, throwing the Hall into total darkness as echoes of the blast reverberated back at them.

Megatron roared and brought his sword down on the pinned Prime beneath him. Before the blade made contact however, something hard slammed into Megatron and knocked him sideways. He righted himself half a second later and only just managed to avoid the next projectile shot in his direction. Autobot soldiers poured into the darkened Archive, illuminating it with blaster-fire. From out of the corner of his eye, Megatron saw an orange and white mech rush forward and pull Optimus to his feet, supporting his weight as he led him outside. For a moment, Megatron moved with the intention of going after them, but Starscream’s voice over his com stopped him short.

“Lord Megatron, we’re approaching your location. We’ll be there in— _Thundercracker get back in formation!_ —” Starscream snapped shrilly, and his line went dead momentarily as he switched frequencies. “We’ll be there shortly. The Council members are on the move; I have eyes on them, but we need to act quickly.”

“If you have a shot, _take it_ ,” Megatron half-shouted across the com link as he returned fire at the Autobots. He looked over to Soundwave, who’d just taken down three Autobot soldiers the same way he’d incapacitated their leader. “To the sky. We regroup with the rest of our troops and put an end to this battle.”

Soundwave obeyed the order immediately, transforming and blasting his way through the open archive doors. His wings took out several Autobots on the way out, as did Megatron’s when he followed a moment after. Megatron did a barrel-roll to deflect oncoming laser-fire, scanning the battlefield as he pulled up. Though the Autobot’s forces were the first ones to breach the Archive, his Decepticons had followed close after. The two armies clashed magnificently beneath him, mechs so intertwined in combat it was difficult to make out who belonged to what faction from a distance.

Megatron briefly searched for familiar blue and red armor among the chaos, but it was impossible to tell where Optimus Prime had fled to. Annoyed, he refocused his mind on more important matters.

“Soundwave, how much of the Iacon Database were you able to recover?”

_> Enough._

He supposed it would have to be. “Rendezvous with Shockwave then, and deliver the data. The sooner we decode their intel, the better.”

Soundwave instantly shot off in the opposite direction, nimbly dodging stray shots from the fighters below. Megatron continued forward toward the coordinates Starscream passed along their channel, firing blasts intermittently when he saw Autobot soldiers threatening to overwhelm lone Decepticons. He tsked in frustration—he’d rather be down there, fighting alongside his troops, but this was a task he had to see through for himself.

 _There_.

He easily spotted the elite Seeker trine circling above the flaming wreckage of the Council’s tower, Starscream at the head as they dive-bombing the group of mechs below, who Megatron recognized easily enough. The faces of the Council had burned themselves into his memory like a branding iron.

Already, his cursory assessment of the battle already left him irritated. “Three are missing,” Megatron snarled across their com channel.

“How _very_ observant of you, my deepest apologies for your somewhat _reduced_ greeting party,” Starscream snapped back, voice dripping with sarcasm. “I’m afraid several of our dear Council members decided they would rather flee than fight. Tragically, their cowardice made them easy targets.” He rolled in a graceful arc to avoid a volley of lasers, which just managed to singe the tip of his wing. “ _Why you_ —! Lord Megatron, if you’re not going to take over, I’m more than happy to finish them off myself!”

In answer, Megatron transformed into bi-pedal mode and landed, drawing the eye of every fighter.

Most Cybertronians were familiar with the story of a Quintesson invasion from their planet’s history. Banding together, the Thirteen Council members—the original Primes—fought back and managed to drive off their would-be alien rulers, thoroughly thwarting the attempted conquest. Historical records called these Primus-ordained mechs legendary heroes, magnificent warriors on the battlefield with abilities unmatched by any mech. And, perhaps, they once were. But time made metal prone to rust, and unlike them, Megatron hadn’t spent the last five thousand years corroding on a throne.

The Council members fell one by one to his hand, helpless against the onslaught even though his Seekers no longer fired on them.

 _A fairer chance than I was given in the Pits_ , Megatron thought savagely, his blade bright with energon. _A fairer chance than most forced to fight for life_.

Ten became seven, which quickly became four, and finally, one.

Megatron ripped his sword from the last mech’s chest, and they choked, vents stuttering as fans drowned in the flow of fluid pouring from the wound. The look they gave Megatron conveyed many things in a compressed second—shock, anger, fear, and the slow, horrifying realization that they were dying. Megatron knew that expression well; he’d seen it in the arena on a daily basis.

“Your war h-has- _s_ -s doomed o-our world,” they hissed through clenched teeth. Their mouth opened and closed twice more, trying and failing to form words as their voice box sputtered, the light of their spark flaring wildly behind the hand they’d clamped over the hole in their chest.

Once upon a time, Megatron might have gloated, savoring his long-awaited victory over the Council. But as their arrogant face looked down on him, even now while bleeding out at his feet, Megatron found he had nothing left to say.

On the battlefield of a dying Iacon, with explosions, screams, and gunfire ringing in the audials of every fighter, no one heard the sound of a fusion cannon discharge.

**Notes for the Chapter:**

> Megatron: *starts realizing halfway through this chapter he might've been in love with Orion Pax*  
> Megatron, panicking: YOU CAN’T CATCH ME, GAY THOUGHTS *suplexes Optimus Prime*
> 
> When I was watching TFP for the first time, I didn't understand why the Autobots wouldn’t have a copy of the Iacon Database (especially considering it was theirs???), so I tried to fix that little plot hole with this chapter.
> 
>  **NEXT TIME:** Earth, where the past meets the present.


	9. Rewrite Our History

**Summary for the Chapter:**

> Megatron didn't believe in ghosts, yet still he was haunted.

**Notes for the Chapter:**

> The format for this chapter is a little weird at the beginning, so please bear with me. I didn’t feel like it was necessary to cover _too_ much from the show since we’ve all seen it, so please forgive these short segments.
> 
> Please note: this chapter heavily references Transformer Prime's "One Shall Stand" / "One Shall Fall" arc and the Orion Pax arc (the end of Season 1 and the beginning of Season 2 respectively, in case anyone hasn’t finished the series yet). Spoilers abound!
> 
> Enjoy!

Orion Pax wasn’t dead, not _truly_ , but he might as well be.

While Optimus Prime still resembled his prior existence, this was no longer the mech Megatron once knew. Where Orion had been open, Optimus was reserved. Where Orion had been hesitant, Optimus was steadfast and sure. All Megatron could see were contradictions, aberrations in place of what was once familiar. What was no longer there.

Orion had never been a warrior, yet the new war-frame build suited Optimus Prime so well it was as though he’d been forged with it. No doubt the Matrix had a hand in his transformation, but the apparent ease with which he adjusted to the change made Megatron wonder how adverse to fighting Orion had really been.

Reformatting aside, there were other changes Optimus Prime bore that marked his difference from Orion Pax. The thoughtful resting expression Megatron had grown accustomed to seeing, particularly when Orion poured over an ethical paradox, had been replaced by a calmer, more mature countenance. The uncertainty ever present in his expressive face was carefully masked now; his brows set in a determined furrow.

His eyes bothered Megatron most. The unwavering hope that once burned so brightly in them was soon exchanged for a solemn, eternally weary look that quickly became the Prime’s trademark. He conducted himself with an almost ancient regal manner, which infuriated Megatron, for it too closely mimicked stories of the old Primes. Truly, Optimus embodied their legacy—or at least, the heroic altruistic Primes depicted in Cybertronian propaganda. History’s truth was a far cry from what their leaders wanted them to believe, however. Optimus Prime was no different. Even if he hadn’t become a figure-head like Megatron had expected, Optimus still represented everything he sought to destroy.

Despite that fact, Megatron intermittently caught himself searching the face of his enemy, still half-expecting to see something— _someone_ —who was no longer there.

(He never did.)

The Matrix had taken Orion Pax and left behind a poor reproduction in his place. Everything that made Orion who he was, the best of him—his curiosity, his thirst for knowledge, his enthusiasm, his honest sentiments—had been dulled, locked away or curbed to fit the mold of ‘Prime’. A radiant spark swallowed up by the Matrix, now a hollow echo of the mech he once was.

It was as though Optimus existed as a final reminder of the Council’s cruelty; one last symbol of virtue corrupted by their hand.

 

* * *

  

As eons passed, Megatron stopped searching for Orion.

He couldn’t forget him, of course; no matter how hard he tried. Megatron still remembered the young archivist who once stood before him, baring his spark as he openly grieved for the death of a gladiator he hadn’t even known. He remembered many restless nights where he’d wake to find Orion still sitting in his quarters, deep in recharge at the table after hours of non-stop research, head pillowed on his arms and datapad still glowing. He remembered Orion leaning against him as he tried to catch his breath, laughing himself silly over something ridiculous and unremarkable that nevertheless nearly caused his voicebox to glitch—which persuaded a reluctant chuckle out of Megatronus as well.

The fleeting memories grew dimmer and dimmer with each new recollection, and felt more like a dream or moments borrowed from another mech’s life. In a way, Megatron supposed they were. War was their life now; an all-encompassing inescapable thing that simultaneously drew them together and set them further apart.

Every battle frayed the Prime’s stoic control over himself bit by bit, each win or loss adding a new layer of tightly-repressed grief that became more difficult for Optimus to conceal as time wore on. Even from a distance, Megatron could see how hard Optimus struggled to smother his misery for the sake of his Autobots. The knowledge that he killed more mechs than he saved no doubt weighed heavily on Optimus’ mind. Evidently, the “collective wisdom of the Primes” failed to provide answers on how to deal with the guilt that came with war. Megatron wasn’t surprised; there was no such thing as a peaceful Prime. Optimus was a fool cling to such naïve ideals.

That reminder became more apparent on their latest battlefield: Earth. Most notably, when the black and yellow scout—Bumblebee—foolishly transported his charge and was caught in Megatron’s line of fire.

It was almost funny. Megatron hadn’t been aiming for the human child, hadn’t even realized he was with the scout—not that it would’ve forestalled his attack. Either way, the damage was done, and just like that, Optimus’ paper-thin restraint finally snapped.

For an instant above the Prime’s battle mask, blue eyes flared as a mix of emotions burned through them in quick succession. Disbelief, anguish, and even—ironically enough—betrayal, as though Optimus expected better of him, as though he’d thought this, at least, was the one line Megatron would never cross. Above all else, the emotion most clearly reflected in Optimus’ eyes was anger.

That was a feeling Megatron understood well.

An eager grin split Megatron’s face as he greeted the expression—the break in the ever-reserved mask Optimus wore, the mask Megatron had grown to hate. At last, for a moment, Optimus understood the unbridled rage Megatron felt back in the early days of the war, and his determination to fight to bring justice for the fallen. Optimus had advocated against violence time and time again, yet the war forced his hand, forced him to set aside his beliefs for the sake of his people. And here Megatron was, pushing him even further now, delighted to make his old friend—his millennia-long foe—finally accept the path he’d refused to walk so long ago.

This was only the beginning.

  

* * *

   

Their temporary truce to overcome Unicron, though necessary, was uncomfortable for both parties. A bitter reminder of what once was, and a suggestion at what could’ve been. But history remained what it was, and at the end of the day, an enemy was an enemy.

Megatron remembered anger as Unicron the Destroyer sought to control him, to shackle him to his will just as every other mech in power had tried before. Unicron’s rage against Primus and the lineage of the Primes meshed so well with Megatron’s own—but no. Megatron would see this war end on his own terms, by his own hand. He was no tool in a god’s game. Never again would he fight for the pleasure of another.

Thrice he saved Optimus from Unicron’s wrath that day, all excused under the guise of teamwork. _Teamwork_ , Megatron sneered. As though their partnership before the war had amounted to anything. He wouldn’t give Optimus Prime the opportunity to betray him again. Not this time.

When the Matrix’s light dissipated and Unicron’s face vanished with little more than an anticlimactic puff of smoke, their truce evaporated with him. Energy depleted, Optimus fell to his knees and collapsed on the ground. Megatron was hardly better off, but for the first time in weeks, his mind was clear and unburdened by the weight of Unicron’s will. It was finally over.

More than anything else, Megatron felt tired. Tired of being a puppet, tired of playing games with Optimus, tired of this tedious push and pull routine they’d fallen into as the war dragged on. Megatron rose to his feet and decisively shifted gears. The time had come to finish what he’d started so long ago. After all, he’d rid himself of one headache today; why not the other?

Unsheathing his sword, Megatron approached the fallen mech who only now began to stir, blinking blearily as though awoken from a deep slumber.

Since the beginning of the war, Megatron had raged against the Council, against Optimus Prime, against _any_ who claimed words alone could change the world— 

“Where are we, Megatronus?”

…Yet all it took was that single name to stop Megatron dead in his tracks.

He almost didn’t register his blade retracting, too distracted by the confused mech before him.

His lifelong enemy. His once treasured friend.

Almost instinctively, Megatron moved forward, spurred on as though still under Unicron’s control. But this feeling was nostalgic almost, and far younger than the Unmaker.

For the second time that day, Megatron offered his hand.

For the first time in nearly a millennia, Orion Pax reached back.

 

* * *

  

It was strange having Orion at his side again; as curious and full of questions as he once was, no less. In the past, the trait had charmed Megatron, but now it proved to be a source of frustration. Though it amused him to see Orion’s horrified shock at the sight of a desolate Cybertron (courtesy of “Warlord Ratchet”), Megatron knew it was only a matter of time before Orion noticed the inconsistencies in his story. The slightest tug could easily unravel the patchwork of lies he’d woven, and Orion’s inquisitive nature was bound to uncover the truth sooner or later. In the meantime, he planned to make the most out of Optimus Prime’s amnesia while he could.

While his Decepticons had successfully retrieved files from the Iacon Hall of Records in the waning days of the war on Cybertron, the Autobots’ encryptions had carried over with it. Even Soundwave with all his skills was unable to decode it, and none of the Autobot prisoners they’d captured over the years had divulged any knowledge on the subject. Now that they had an archivist who used to work in that very hall, the prospect of deciphering the encryptions felt realer than it had in years. He’d put up with Orion’s prying if it meant they could finally decode the Iacon database.

Already, Megatron’s gamble was proving fruitful. Orion—diligent in his task as always and determined to make up for his long absence—had already decoded more data in a single day than they had over the entire course of the war. His work kept him too occupied to ask many questions, and Soundwave’s sanitization of the Nemisis’ database made it difficult for him to accidentally stumble across unsavory information that could contradict Megatron’s stories.

Even so, there were some things neither Decepticon planned for.

“The death of the Council. Will you tell me what happened?”

Megatron’s gears grinded to a halt. He’d just stepped inside the lab to assess Orion’s progress and was utterly unprepared for the live grenade he’d essentially been tossed.

Orion’s frame upgrade made it so that they were nearly eye-level now. That, paired with the sudden memory of Orion’s unsettling ability to see straight through him, caused Megatron’s processor to stall out in panic for a moment, and he blankly stared back at Orion.

Sensing the need for further clarification, Orion turned halfway back to the database before him, brushing his fingers over the keyboard and effortlessly pulling up relevant records. “After decoding the latest entry, I became curious about the Hall of Records’ fate. I was looking into what happened to Iacon when I came across a file mentioning the Council. Historical records claim they were early casualties of the war, but further details about their deaths aren’t logged. Surely you would know, Megatron.” His tone wasn’t accusatory, but his gaze was carefully neutral.

Megatron was in dangerous waters.

“May I ask what sparked your sudden interest in these subjects?” Megatron said as he quickly skimmed the documents on the screen behind Orion. He recognized Soundwave’s handiwork on several and felt his tension ease somewhat. At least Orion hadn’t discovered anything overtly incriminating.

“There are many gaps in my memory. I am merely trying to fill them in.”

_Blind faith in authority is the same as willful ignorance._

Recollections of Orion’s words echoed in Megatron’s mind. He forced his thoughts elsewhere, instilling calm into his voice as he said, “And why didn’t you feel comfortable coming to me with such questions?”

“I’m…reluctant to monopolize your time,” Orion admitted, breaking eye contact as he spoke. “Excuse my bluntness, but ever since my return you’ve seemed…tense. Clearly many things are weighing on your mind, and you no doubt have other obligations and responsibilities to attend to as leader of the Decepticons. I don’t want to be a distraction.” He met Megatron’s gaze, hand anxiously curling and uncurling. “I’d like to help you, not hinder your movement.”

Megatron had long since associated comments about his well-being with imminent plots to usurp him, thanks to Starscream. Coming from Orion Pax however, the sentiment felt both familiar and genuine. Megatron relaxed a bit. “Your concern is appreciated, but unnecessary. I am more than capable of multitasking. You needn’t worry about my movement either, for the work you do here will certainly aid the cause.” He stepped closer to the terminal, feigning interest in the documents. “So tell me, what _do_ you remember?”

“I remember you.”

He resisted the urge to roll his eyes, and Orion smiled.

“I remember we planned to talk with the Council. We were preparing a proposal of our ideas and making final preparations, but…” he paused and frowned, turning away slightly as though to chase the remnants of a quickly-fading memory. “There was a problem, and we had an argument about…about…I’m not sure. I remember I was worried about you, about what you might do in your anger.” Orion shook his head, looking defeated. “There are too many holes in my memory. An effect of prolonged stasis, perhaps.”

“Don’t overexert yourself, Orion. I’m more than willing to fill in the gaps.” It was prudent to keep Orion’s thoughts diverted from that particular event, and the weeks that followed. Megatron folded his arms behind his back. “I’m afraid we never got the chance to speak with the Council. The very day of our meeting, you were captured by their soldiers and spirited away. It was a carefully-laid trap, one we unfortunately didn’t prepare for. Whether they planned to use you as leverage to crush our movement or sway you to their side, I don’t know. Based on your upgraded frame, I can only assume they intended for you to see battle, likely after brainwashing you with shadowplay.”

Orion visibly shuddered at the thought. Shadowplay had long since fallen out of practice after the development of the cortical psychic patch, but Megatron had heard stories of it being used to “reform” violent convicts during his time in the arena. Authorities called it a kinder alternative to the death penalty, but most mechs saw the practice for what it was: a disgusting violation of the mind. Officially it was outlawed, but Megatron knew the right price could buy anything.

“We thought for sure they’d killed you, and I admit, I let my anger toward them overshadow my judgement.” Megatron chose his words carefully, but he knew a lie was more believable if it had a grain of truth in it. “As our records state, the Council members were some of the first mechs killed. We were already at war by the time I finally faced them, but as you likely guessed, it was by my sword that they fell.”

Orion was quiet for a moment, his expression contemplative. “I’m sorry.”

“I’m not.” Megatron didn’t bother keeping the annoyance out of his tone. Did Orion dare pity his enemies, even now? Or did Orion just pity him? Megatron wasn’t sure which thought was worse. “They made it clear where they stood, and I could abide their rule no longer. Not when they’d proven themselves incapable of change. Not when they’d robbed me of someone I—”

His voice cut off abruptly, mouth snapping shut so fast his jaw ached.

Someone he what? Who exactly did he think he was speaking to here?

“Megatron?” Orion took a hesitant step closer, puzzled.

With great effort, Megatron tried smoothing over his error. He smiled, though it didn’t come easily. “Apologies, Orion. I’m afraid the past still haunts me. I never imagined we’d meet again,” he said, the bitter words tasting like poison. For good measure, he rested a hand over his spark to emphasize the sincerity of his statement. “It’s always easier to reflect on our actions in hindsight, but in the moment, I only saw one clear path. In war, our morals are forced to adjust in order to survive. Can’t you trust me, old friend?”

There was a long pause, during which Megatron’s smile soured somewhat.

“Our opinions on this subject have always differed, but I trust that you believe in your cause,” Orion finally replied, chin raised and mouth set in a firm line. He’d always been far too expressive for his own good; even now Megatron could easily see the tenacious conviction reflected in his eyes. “I trust your vision of a more just future. You believe what you’re doing is the right thing, and you believe this course of action is the best one—perhaps the only one—you can take in order to achieve your goals.”

“Ever the diplomat, Orion.” Megatron laughed, but there was no warmth to it.

Looking up at the monitor behind him, Orion furrowed his brows. Images of a gunmetal grey Cybertron, a desolate energon-stained Iacon, and various other historical records tallying the estimated death toll of the war flickered on the screen one last time before Orion closed the files with a heavy sigh. “…I _am_ sorry, Megatron. I’m sorry it had to come to this. Even if I had no say in the matter, I never meant for you to face this battle alone.”

_I never meant for you to face this battle alone._

In his mind’s eye, Megatron saw Orion Pax standing before the Council, humble yet resolute as he disavowed the violent Decepticon revolution.

Megatron’s spark _burned_. Even now, Orion Pax was unaware of the irreparable damage his words caused.

The problem wasn’t that he’d fought alone. It was that he _hadn’t_.

There was a hiss as the doors behind them slid open abruptly, and they turned as a dark-armored mech entered the room. Lucky timing; though perhaps luck wasn’t as much of a factor as Soundwave’s near prophetic ability to read a bad situation (and Megatron’s mood) and know when it was necessary to step in. His constant surveillance had saved Megatron on many occasions. This time, it saved Orion Pax.

“Soundwave,” Megatron roughly greeted his silent Third as he approached them, glad for a distraction. “Excellent. I believe Orion is ready to decode the next section of the database.”

“Soundwave?” Orion did a double-take at the name. “I didn’t recognize you; you look so different than I remember. It’s good to see you again.” His smile was a bit timid, but Orion looked for all the world like he was sincerely relieved to see the spy.

Megatron hadn’t even considered reintroducing them, genuinely forgetting the subject might come up at some point during Orion’s stay onboard. Ultimately it wasn’t the biggest oversight he could’ve made, but he was nevertheless disconcerted by the blunder.

Soundwave inclined his head ever so slightly to acknowledge Orion’s comment. No doubt he’d already considered the possibility of their interaction, and yet again Megatron had to applaud his Third’s forethought. Soundwave brushed past Orion and took his place at the computer terminal, unlocking the next entry for him to decode.

“For me to not recognize my own comrades…I’ve been gone far too long.” Orion’s gaze drifted to Soundwave’s shoulder, where his symbiote was currently sitting. “I’m glad to see Laserbeak is faring well too. She never did stray too far from your side.”

 _Primus_ , Megatron thought with an internal groan. Was he really going to be subjected to Orion Pax’s attempts at small talk?

Soundwave, unsurprisingly, ignored the comments as he continued to work.

The lack of a reply didn’t discourage Orion (but then again, it never had). “How are the others? I’ve yet to encounter them aboard the ship,” he said, casting a distracted glance behind them as though expecting to see the rest of the symbiotes belatedly trailing in after him. “What of Ravage? Buzzsaw? Rumble and Frenzy?”

Soundwave’s long spindly fingers paused on the keyboard, and Megatron cast a quick side-glance at his Third. Anyone other than Megatron would’ve thought the ever calm and collected communications officer disregarded the question, but Megatron knew Soundwave well enough to notice him bristle almost imperceptibly.

“ _Gone_ ,” Orion’s voice replied through Soundwave’s speakers. The audio clip cut off brusquely, leaving a grim silence in its wake.

Even Orion, not as well-versed in Soundwave’s mannerisms, seemed to understand the definitiveness of the response and was courteous enough not to ask for clarification. Even so, his brows furrowed in his characteristic manner, expression full of honest sorrow. “I’m so sorry.”

Megatron barely stifled a scoff at the hollow words. Yet coming from Orion, they bore more weight as well as a kind of irony only two of the three mechs in the room could appreciate, given that the war between the Autobots and Decepticons resulted in their deaths.

Buzzsaw, lost during reconnaissance not long after the fall of Iacon. 

Ravage, discovered while infiltrating an Autobot moon base.  

Rumble and Frenzy, killed in the same battle that claimed Starscream’s trine.  

It was the largest battle since Cybertron’s demise, fought on a remote planet notable only for the number of dead Transformers currently rusting on it. His Decepticons were forced to split off into teams as they launched their attack on an Autobot base deep beneath the planet’s surface. The porous layers went down for miles, almost to the planet’s very core. Even Megatron’s best fliers had to use caution, lest they lose a wing to the narrow tunnel walls.  

Initially, it seemed like they’d managed to surprise the Autobots, who appeared thoroughly unprepared for the attack. As the battle went on, however, more and more Autobot reinforcements kept popping out of the labyrinth around them, and the fighting quickly became increasingly desperate on both sides. 

Megatron vividly remembered grappling with Prime, half-blinded by a deep gash steadily leaking energon into his eye. He’d lost track of what was going on around them, focused solely on his opponent. Decepticons and Autobots alike knew better than to get between their leaders when they clashed, and Megatron’s perception quickly narrowed until it was just the two of them. One minute he’d had Optimus pinned against the wall of a tunnel, blade inches away from his chest, and the next, they were falling. 

He didn’t know what caused it—maybe the ground was too brittle to support the weight of their combined armies, maybe one of their soldiers panicked and foolishly fired a cannon blast even though they were miles underground. Whatever it was, the floor beneath them was suddenly _gone_ , crumbling into nothing as though the planet itself had chosen to implode rather than allow the continuation of their battle.

Over a third of his soldiers failed to make it back to the surface, let alone their warship. Megatron’s own escape was a narrow one, and his knee-joint groaned in protest when he transformed and put weight on it. He didn’t have time to dwell on his injuries however, since he’d quickly wound up with his arms full of a shrieking Seeker seconds later. Megatron practically had to lunge forward to drag Starscream away from the rapidly expanding sinkhole miles below them. Barely a minute had passed since Starscream emerged from it banged up and bleeding, his left wing hanging at an awkward angle. Even so, after realizing who was still missing, he’d immediately turned on his heel and tried to dive off the edge of the Nemesis right back into the pit. 

“Don’t be a fool, Starscream!” Megatron gave him a hard shake, trying to shock some self-preservation back into him, but his Second’s panic was clearly overriding his processor’s ability to think clearly. 

Sharp claws dug into his forearm as Starscream thrashed wildly. “Let. Me. _Go!_ ” he yelled, emphasizing each word with a kick to Megatron’s shin. Megatron growled in warning as a sharp heel nearly caught his injury, but for once, Starscream wasn’t cowed. “They’re not here, I didn’t realize my trine wasn’t—I have to go back—!” he shouted, his voice getting shriller with every syllable. The vice-like grip Megatron had around his waist effectively disrupted any transformation attempts, but Starscream valiantly struggled in vain anyways. “Skywarp, Thundercracker, those fools are still down there!” 

 _> Starscream: desist_. Soundwave’s monotone but clearly tired message cut across their com-link. He was one of the few soldiers sporting only minimal injuries, though a crack ran diagonally across his mask and his left arm was deeply dented in two places. 

Starscream twisted in Megatron’s grip, metal scraping roughly against metal, and caught sight of Soundwave as he did so. “Soundwave—” he reached a hand out to him desperately— “They still have your brats, you can find them, _please_ —” 

Soundwave jolted as though a ten-thousand-volt current had suddenly run up his spine. 

Before anyone could say or do anything, the distant rumbling of an earthquake echoed far below them. The sound, like a thousand thunderstorms reverberating at once, made the very air vibrate as the planet’s outer-crust collapsed, leveling the layers beneath it. 

A full-body shudder coursed through Starscream. The fight drained out of him completely, and he suddenly went limp. The change was so drastic that Megatron released him, and Starscream silently sank to his knees, red optics wide in horror. He stared at the place where the pit they’d escaped from lay only moments ago, as though still waiting for two jets to rise from the settling dust. 

Megatron turned to Soundwave to ask for confirmation on whether Thundercracker and Skywarp’s spark signatures were truly lost, but the question died in his throat. 

He’d never seen his lieutenant look so helpless. 

Soundwave’s hand was clenched over his spark, over Laserbeak safely perched on his chest, visibly shaken. Megatron hadn’t noticed the step forward Soundwave had taken, as though he’d been moments away from leaping off the edge and transforming. It was only then that Megatron remembered Rumble and Frenzy had been paired with Starscream’s trine mates at the start of the mission, stubbornly refusing to be left behind despite lacking flying alt-modes. They’d grinned, high-fiving each other after Soundwave finally acquiesced, acknowledging if estimations of the Autobots’ numbers were incorrect they’d need all the fire-power they could get.  

Neither Thundercracker nor Skywarp protested their assignment; they were among the few Decepticons who found Rumble and Frenzy’s mischief amusing rather than irritating (particularly since the twins’ pranks often involved their trine leader). They looked more annoyed by Starscream’s less-than-subtle snickering about “protoform-sitter duty” than anything else, ignoring him in favor of Rumble and Frenzy, who were enthusiastically sharing ideas about combo attacks. The twins departed with the first group of attackers, giving Megatron and Soundwave a double thumbs up in lieu of a farewell before getting snatched up by the jets, who were just as quickly swallowed by the clouds. 

It had been the last time Megatron saw them.

Soundwave kept his back to Orion, detaching his data cable with a sharp snap and retracting it back into his chest. “ _Next section of the database_ / _ready to decode_ ,” he said in a crude amalgam of Megatron’s words. He stiffly bowed his head to Megatron and exited the room without waiting for a dismissal.

Orion watched him go with sad eyes, hands clasped together tightly. “I should’ve realized…I didn’t mean to bring up old wounds. Maybe I should—” he took a step forward as though to go after Soundwave, but Megatron set a hand on his shoulder.

“Your ignorance is understandable, given the situation. Any…uncomfortable memories that arise in response to it will pass with time.” Megatron buried his own memories of the incident, mindful of Soundwave’s long-range empathic abilities. It wouldn’t do to further unsettle his Third.

Orion’s guilt didn’t ebb ( _Good_ , Megatron thought viciously) but he didn’t press the matter.

There was a long uncomfortable pause, during which Megatron could practically hear Orion’s processor whirring as he digested Soundwave’s words. War was synonymous with tragedy. Few escaped the fallout, but none escaped its touch. No doubt Orion wondered what else he’d discover at another mech’s expense. How many others had been deprived of their loved ones? What friends had he himself lost while in the safety of stasis?

“Perhaps,” Megatron said, breaking the uneasy quiet that’d fallen, “it would be best if you refueled before starting the next section. Come,” Megatron motioned to him with a slight jerk of the head. Orion was clearly too distracted to make any progress at the moment, and his current train of thought could easily lead to further research and even more uncomfortable questions down the line. As much as Megatron would like to keep Orion working around the clock to decode the Iacon database, low fuel levels would likely be a detriment to his ultimate output as well. When Orion hesitated, Megatron stiffly added, “I’m due for a refuel myself.”

The suggestion of company seemed to bolster his confidence, and Orion followed him out into the hall.

Since boarding the Nemesis, Orion was cautious—ironically, more cautious than he’d been wandering around Kaon back in the day. He was always careful, of course, but he’d never feared the arena or any of Megatron’s fellow gladiators. (Granted, most Pit fighters avoided Orion. After seeing the little Iaconian regularly keeping company with both Soundwave and Megatronus, many firmly decided they wanted Nothing To Do With That).

Megatron supposed the amnesia dealt a blow to Orion’s nerve. That, coupled with Project Iacon’s workload and his own heavy suggestion against roaming around discouraged Orion from wandering the ship freely. He was easier to monitor when confined to one place. That said, it was in their best interest if Orion didn’t realize he was essentially a prisoner. Surely there was no harm in a quick walk. The energon storage vault was only a short distance from the lab where Orion did his work, and it was unlikely he would see anything compromising in the interim between locations.

As they approached the vault, Megatron frowned as he caught sight of a lone Vehicon guarding the door. The frown deepened as they got closer, and he saw no other soldiers in the area. “You there,” he called.

The Vehicon startled as though tased by an energon-prod, immediately leaping to attention. “Sir!”

“Two sentries are always supposed to be stationed at this location. Where is the other guard?”

“A-apologies Lord Megatron…” they stuttered, nervously glancing at Orion Pax before looking back at Megatron. “My partner was killed during the most recent battle against the Autobots. I haven’t been reassigned a new one.”

Megatron tsked in annoyance. Soldiers were supposed to report losses immediately to prevent these kinds of hiccups. Typically, Soundwave kept these oversights from occurring, but per Megatron’s instructions, monitoring Orion took precedence over all his other tasks. Megatron grit his teeth. He could hardly reprimand the soldier properly with Orion here. “Very well,” he waved a hand, deciding to settle for a warning. “Report to Soundwave on your next off-shift for a replacement. In the unlikely event there are no spare soldiers, you will be transferred.”

Aware that they’d narrowly dodged a bullet, the Vehicon offered him a low bow. “It won’t happen again, sir.”

“See that it won’t.” Megatron stepped inside as the vault doors slid open, and Orion followed closely behind.

The glowing blue mountain of energon cubes stacked in neat piles within the vault was almost reminiscent of a Predacon’s horde. It was certainly just as impressive; thanks to Optimus Prime’s absence, his Decepticon’s mining operations had gone undisturbed and energon production was at maximum efficiency. Without their leader to guide them, the Autobots acted like helpless sparklings incapable of taking initiative.

Megatron was disappointed to see no change in Orion’s expression, despite the impressive sight. He’d expected to see the aperture of Orion’s irises dilate in surprise or even awe, but instead his companion looked contemplative.

“Is there a problem?”

“That guard…” Orion said slowly with a glance back over his shoulder to the closed vault doors. “Was it necessary to be so harsh?”

“We’re at war,” Megatron said gruffly. “Security is a high-priority, particularly in this area.”

“I’m not sure I follow. Surely you needn’t have such strict patrols on your own ship?”

Megatron leaned against one of the railings dividing up piles of energon. “Though our supplies look bountiful, we could be struck by calamity at any time. Autobot raids, theft, mines drying up, any number of things could happen. As such, there’s strict rationing in place. We need to ensure we have enough energon not only for our troops, but to sustain those critically wounded in battle.”

Megatron was lying, of course, but it seemed like the kind of noble directive Orion Pax would eat right up. In reality, injured Decepticons were never given special treatment. Either they were strong enough to overcome their enemies or they dealt with the consequences of their failure. Soldiers could see Knock Out to get minor injuries patched, but medical supplies were always scarce and more often than not they were forced to rely on self-repair. Most Decepticons preferred death in battle to a slow and painful deterioration.

“There are some mechs who… _disagree_ with my views,” Megatron continued, recalling many hour-long shouting matches with Starscream over the subject. “The security is merely a precaution. A reminder of the small but necessary sacrifices we must all make for the good of the whole.”

For whatever reason, Orion still looked unsatisfied by his answer. “What about the mech we just spoke with—the ones referred to as ‘Vehicons’? What about their sacrifices?”

Megatron’s eyes narrowed. “What do you mean?”

Orion hesitated, laying a hand over his chest as though to steady his spark. “Perhaps I’ve misjudged the situation, but…The medic who branded me—Knock Out, I believe—he was so dismissive of them. And just now, you talked about replacing that poor mech’s dead partner as callously as though they were some worn-out tool.” His digits curled as he faltered yet again. “They fight for your cause, yet they get no consideration, no respect. I’ve never heard these soldiers referred to by name even once. Don’t they have designations?”

“They’re just drones,” Megatron said automatically.

He was instantly aware he’d made some sort of error. Optimus frowned, and Megatron raised a brow, prompting him.

“Soldier class. Mass-produced, forged to serve. Disposable.” He breathed out a shaky vent of air. “Forgive me, I am…surprised. It reminds me much of the old caste system, and the Council.”

The metal railing under Megatron’s hand crumpled as his fingers contracted around it. He advanced forward, rage threatening to boil over at the accusation. How dare Optimus accuse him—a _Prime_ accusing _him_ of all mechs—of being like the Council, after everything he’d suffered—!

Optimus didn’t flinch, for he—for _Orion Pax_ —had never been given reason to fear Megatronus. He met Megatron’s fierce gaze with sad eyes, too reminiscent of his usual expression. “It’s surprising to see. That is all. I know in my absence I’ve missed a great deal, but I am merely giving an outsider’s viewpoint.” Orion rested his hand gently against Megatron’s arm. “I just don’t want you to lose your way, my friend.”

“…Much has changed since we last spoke, Orion.” He turned, pulling away from Orion’s still outstretched hand. “Myself included.”

 

* * *

  

And just like that, Orion Pax was gone.

Megatron didn’t know what he’d expected. Did he believe Orion would join him? That he’d be capable of undoing a millennia of hurt and anger in a handful of days? Whatever his subconscious hopes were, he’d failed. Just as Optimus Prime was no longer Orion Pax, he was no longer Megatronus. The past couldn’t be unwritten.

He stepped out onto the bridge of the Nemesis, the glowing groundbridge swirling shut behind him. A handful of on-duty soldiers milled about below the walkway, casting nervous glances in his direction before hurriedly returning to their work. Two Vehicons practically flung themselves out of Megatron’s way as he stalked past them, afraid of drawing attention to themselves and risking his ire. Soundwave stood at the center of the bridge by the Nemesis’ navigation terminal, watching Megatron approach. Knock Out stood at his side, looking as though he’d rather risk his finish and hurl himself off the walkway than face Megatron right now.

“Glad to see you’ve returned safely, my Lord.” Knock Out’s usually suave drawl had a nervous edge to it. He gave Megatron a quick once-over, noting the multiple dents in his armor and energon leaking down his chin. Despite his nerves, and his better judgement, Knock Out’s medical training kicked in. “You’re bleeding quite a bit, however. Which, er, I’m sure you’ve noticed,” he fumbled, glancing at Soundwave as though expecting him to step in and help. (He didn’t.) “Perhaps a trip to the med bay…?”

“Get out.”

“I-I’m sorry?”

“All of you, get **_OUT_**!” Megatron roared.

The Decepticons scattered as though under enemy fire, but Knock Out still managed to be the first one out of the door, moving so swiftly it almost looked like he’d transformed into vehicle-mode halfway to the exit.

Megatron braced his hands against the Nemesis’ navigation terminal, denting the corners with his grip as he vented deeply, trying to compose himself. Soundwave remained at his side, calmly observing. It wasn’t his style to ignore orders, but Megatron hadn’t really meant for the command to apply to Soundwave anyways. He breathed a long sigh as he straightened up. “Any word from our sentries on Cybertron?”

_> Negative._

He wasn’t surprised, but the news grated Megatron’s already worn patience nevertheless. “Continue monitoring that frequency regardless.” A few drops of purple energon splattered across the navigation screen. Megatron wiped off his mouth with the back of his hand reflexively, numbly surprised to see fresh energon streaked across it. Optimus must’ve split his lip at some point during their fight. “Inform me if there are any updates concerning Cybertron. Or the Autobots. In the meantime, analyze the data uncovered from the Iacon database and set a course for the first set of coordinates.”

Soundwave made no immediate motion to obey, continuing to hold Megatron in that steady gaze. His Third’s silence always spoke volumes, but Soundwave had known Megatron long enough to recognize right now, something more was needed. _> Megatron: has regrets?_

 ~~~~“…No. I haven’t forgotten why I started this war.” Slowly, Megatron straightened up, standing strong and proud and looking every bit like the gladiator he once was. He splayed a clawed hand over the Decepticon emblem on his chest, over the spark thrumming restlessly beneath it, charged with dark energon and the lingering vestiges of Unicron’s power. “So long as my spark burns, I will continue fighting. I hold the future in my hands.”

Soundwave sank into low bow. “ _I will continue fighting_ ,” he pledged, repeating back a recording of Megatron’s words. _> No regrets_.

From Soundwave, the mech who’d sacrificed more for his cause than any other Decepticon, the words were an oath as much as they were a reminder. They couldn’t afford to have regrets.

“Orion Pax is dead,” Megatron said with a heavy finality. He turned away from the screens, looking out through the Nemesis’ windshield to the endless expanse of darkening sky around them. “I won’t mourn him, or the past.”

Megatron could never mourn the past. Only the dream of an unfulfilled future.

**Notes for the Chapter:**

> **[Alternative direction](https://shikai-the-storyteller.tumblr.com/post/181752740372/bugsuit-do-u-think-when-optimus-lost-his-memory)** Orion's line of questions could've gone while he was trying to fill in the gaps in his memory.
> 
> Thank you all for your patience during this chapter's delay! I wanted to ensure it was absolutely perfect, and I wound up jamming even more details into it than I originally planned. The only downside was I wound up breaking my own dang heart rereading this :'D. Megatron never really got over Orion, and Optimus is, as one of my beta readers put it, “stressed and depressed”. War is synonymous with tragedy alright, and so are these two!
> 
> I’m aware that Orion’s a bit of a hypocrite re: the Vehicons since Optimus easily goes through a few dozen every episode, but A) most cartoons need nameless cannon-fodder to make fights more ~interesting~, and B) Orion isn’t Optimus.
> 
>  **NEXT TIME:** Change, in all things, is inevitable.


	10. Remember What We’re Fighting For

**Summary for the Chapter:**

> “As even Megatron has demonstrated on this day, every sentient being possesses the capacity for change.”  
> – Optimus Prime
> 
> Note: Chapter contains spoilers for the end of _Predacon Rising_.

**Notes for the Chapter:**

> Once again, a SUPER special thank you to my two awesome beta readers: Sura and Saling (who was an absolute trooper and edited this chapter on their phone because their computer crapped out). You guys are the best. :')

It was quiet, here at the edge of the world. 

It had been quiet in the deep depths of Earth’s oceans too. No sound. No light. No war.

Death had been quiet.

In the Pits, death was an ever-looming thing, a silent promise made to any desperate enough to enter through the arena gates. One step too slow, one wound too deep; a single wrong move often cost a fighter their life. But Megatron was strong, confident, arrogant in his power as he clashed with Primes and gods alike. He didn’t fear death because he _was_ death. Megatron was its champion in the arena, and its herald in war. He alone remained when death claimed all else—his enemies, his planet, and so many galaxies beyond theirs. He thought power made him untouchable.

It was why when death finally came for him, Megatron didn’t see it coming.

He certainly hadn’t expected it to come at the hands of Optimus’ little scout, who he’d effortlessly overpowered and rid of his voicebox eons ago. Megatron saw the anger Bumblebee harbored toward him, had _felt_ it during his brief possession of the mech, but Megatron neglected to see him as a real threat until it was too late. Catching Megatron off-guard was no easy feat, and he almost would’ve been impressed—had it not been for the massive sword impaling him through the spark chamber.

Megatron had heard many mechs speak of their life flashing before their eyes in moments of crisis or during near-death experiences. They spoke of regret and sorrow, mourning lost opportunities and countless unspoken feelings. 

As his spark flickered feebly, dwindling into nothing like an ember in a storm, Megatron felt no such thing. 

Time slowed down as he sank to one knee, his strength failing him for the first—and last—time. Shadows slowly consumed his vision, a deafening silence roaring in his audials as he shakily tried to heave himself back up. In that instant, still gripping the blade embedded in his chest, Megatron didn’t recognize death for what it was. All he saw was a challenge, one last struggle for him to overcome, if only he had a little more time…

Then nothing.

During a particularly vicious battle with the local natives on an alien planet, Megatron had once been knocked out of the sky by a powerful guardian giant he and his Decepticons had mistaken for a mountain. It looked not unlike the old Cybertronian legends about Titans—living cities that could transform into massive mechs—even with all the organic foliage and minerals that served as its carapace. The force of its blow was so strong, Megatron was knocked into stasis before he’d even hit the ground. He wasn’t sure how long he was out before a sharp slap across the face brought him rudely back to full awareness, his weapon-systems roaring online so quickly his processor was left reeling. Even in his concussed state, it somehow didn’t surprise Megatron to see Starscream leaning over him, hand raised as though ready to administer another slap. Seeing he was awake, Starscream had immediately hooked his claws under Megatron’s shoulder armor, struggling to haul him up even with his leader’s dazed assistance, shouting curses and promising he’d leave Megatron’s ungrateful aft behind if he didn’t get up and transform because there was _no way_ he was going to carry a ten-ton jet back to the Nemesis.

Megatron’s unexpected revival from death was not unlike that wakeup call, for it was just as abrupt and unpleasant. He might’ve even preferred Starscream to the mech who was there to greet him this time.

Unicron. All-consuming, inescapable, and absolute in his control. 

Megatron wasn’t afraid of Unicron. He’d never allow himself to be afraid, but he was _powerless_. In his experience, it was a feeling far worse than fear. His taste of it as a young mech was brief, but the memory—and Megatron’s frustration at his inability to save himself—never faded from his mind. Helplessness taught him anger, for there was safety and strength in rage. Better to fight than cower. Better to be angry than afraid.

Yet his rage did nothing to deter Unicron. Megatron was a prisoner in his own processor, his body useless to him, his mind not even his own when he was so ruthlessly subjugated by the fallen god. There was no escape into the Well, no freedom of the Afterspark for Megatron, only endless torture as his very mind was shredded apart by Unicron’s indifferent but iron-fisted hand.

He’d forgotten what it felt like to suffer helplessly under the will of another. He’d forgotten Megatronus, bleeding out and forcing a vicious grin up at spectators who were half-disappointed they didn’t get to see him die. He’d forgotten the taste of his own energon in his mouth as he was beaten for questioning his superiors’ orders. His tanks clenching in hunger as his overseers drank themselves sick on high grade. The many punishments he’d received for _daring_ to step out of line, for daring to stand back up every time the world tried to break him.

He’d forgotten D-16, an insignificant miner so disposable they’d never even bothered to name him.

Megatron tried so hard to run from his past, to escape the challenges and limitations the world set against him, but his triumphs meant nothing to Unicron. No matter how hard he fought, Megatron was still just as powerless as he’d once been.

And yet, despite his cruelty, despite _everything_ he’d done, Optimus saved him.

Whether it was intentional or merely a side-effect of incapacitating Unicron hardly mattered to Megatron at this point. The end result was the same, and Megatron found it difficult to sneer at Optimus and casually brush off the incident. Not after what he’d been through. Not after being humbled and humiliated like this.

Not after seeing Optimus Prime’s face.

When Megatron unsteadily rose to his feet, shaken and far more vulnerable than he’d ever felt, Optimus raised no weapon against him. Perhaps he was disappointed that their newly-revived world was already stained with fresh energon. Or perhaps, after centuries of nothing but war and death, Optimus was just _tired_. The open expression he wore spoke to Megatron as clearly as though it’d been shouted.

_Enough._

It was neither a plea nor a command.

There had been a time, once, when Optimus offered him peace. Many times, in fact. The occasions became fewer and far-between the longer the war went on, the higher casualties rose. 

The very last time was still burned into Megatron’s core memory, though it took place centuries ago during the final battle on Cybertron. Their vents choked on copper sand as dry gusts blew over them, their cooling fans already laboring under the strain of combat as Megatron deflected Optimus Prime’s blade. Lately, battles were against the elements as much as they were against the Autobots, but that was really the least of their problems. Energon resources were scarce to nonexistent thanks to the war. Natural deposits were quickly overmined, production failing to keep up with demand as vitality slowly drained from their planet. Both armies were under-fueled and exhausted, hunger hindering their movements as they continued to desperately struggle against each other.

Even with his fuel-efficient frame, Megatron felt the effects of malnourishment. He didn’t realize how bad it was until it took his processor a full second to realize Optimus had suddenly stopped, one blade-arm still raised in a half-aborted motion. Instead of taking advantage of the opening, Megatron paused, suspecting some kind of subterfuge. He grew even more unsettled by the change when Optimus lowered his weapon and his shoulders sagged, as though ten thousand years of fatigue had finally caught up to him.

“We could end this, you know,” Optimus said quietly, as though afraid anything louder might shatter the moment of calm that had suddenly fallen. “You and I, here and now. We could end this.” 

His voice had sounded so tired, so resigned, as though he already expected Megatron to raise his fusion cannon and shoot him.

Megatron narrowed his eyes. “And what makes you think I would back down now, Optimus?”

“Because of this—” Optimus gestured listlessly around them, to the desolate wasteland of Cybertron— “Because there’s nothing left to fight for. The castes, the Council, everything you worked so hard to abolish is gone now. Regardless of our disagreements—” 

At that, Megatron laughed. “Disagreements” was such an oversimplification of their history.

“Regardless of our past,” Optimus pressed on, “we once had the same overarching goal in mind. Yet, in our attempts to reshape the world, we’ve only facilitated its destruction. This looks nothing like the future we strove for.” His battle mask could only hide so much of his expression. For a moment, Megatron was able to see the unfiltered sorrow in Optimus’ eyes before he turned his head. “A millennia of death and pain…we’ve fought for so long. When this is all over, will anyone even remember _why_ the war began?”

Megatron cast his gaze over the blackened shell of their home planet with an indifferent eye. “Only those who never suffered before the war will be ignorant of its onset. I won’t mourn for a world that wished me dead. My only regret is that I didn’t act sooner.”

Optimus shook his head, slowly closing his eyes. 

The sight made Megatron’s already short temper flare. If the Prime started weeping, he’d purge what little energon was left in his tanks.

“There was a time when I thought—” Optimus stopped, venting a long sigh. He raised his head and looked at Megatron, aching in his melancholy, more unguarded and authentic than Megatron had seen him look in centuries. “I truly believed the two of us were capable of reforming Cybertron.”

“And now? Do you still think we can save Cybertron, even now?” Megatron’s lip curled. Such a naïve sentiment didn’t suit Optimus Prime. “The world is larger than you or I, and this war extends beyond either of our reach. Do you really think if you told your soldiers to lay down their weapons now, to stop fighting, they’d gladly do so and willingly live alongside their enemies? The very mechs who’ve killed their comrades in countless numbers?” He smirked derisively. “You should know better, Optimus. I couldn’t forgive those who hurt me. What makes you think your soldiers will be so eager to do the very thing I started a war over?”

Megatron expected that to be the end of it. Optimus would reluctantly accept the truth, silently carrying his grief as he continued to fight a war he’d never wanted.

Instead, Optimus had retracted his blade entirely.

“We can’t unwrite the cruelties committed by both sides; I wouldn’t ask anyone to forget what’s taken place. History must be remembered,” he said solemnly, and for a moment, the earnest bright-eyed archivist in him shone through. 

Megatron’s spark stung at the thought. 

Slowly, Optimus took a step forward. “That being said…” he extended his hand and offered it to Megatron palm-up. “There will be nothing left if we continue as we are. Everything good about our world—every triumph we’ve had, the progress we’ve made, our species, our _home_ —we’ll lose it all. Perhaps my actions alone cannot turn the tide of war, but a still lake feels even the smallest ripples. A lone gladiator was able to create a revolution; think of what could be created now, _together._ ”

“Together?” Megatron wanted to scoff, but found his voice died halfway to it. Memories of their early days came to mind—the plans they’d created, the paths they’d meant to forge, the future they’d hoped to build.

(Other memories rose unbidden to the surface of his thoughts—memories long-buried and nearly forgotten. A hand gently hovering over his new scars as Orion winced in sympathy, unable to mask his relief that it wasn’t worse, his worry next time it _would_ be worse. A warm, poorly-smothered laugh as Orion listened to him recount an amusing story that paled in comparison to the contentment radiating from his companion. Orion’s intelligent eyes and modest sense of humor that never failed to get him to crack a smile.)

Everything between them that was left unsaid.

Optimus nodded, just as solemn as before, but almost too quick in his response. Too eager. “Despite everything, I still believe we have the power to change the world for the better, though it may be the start of an ending we’ll never see.” Even with his battle mask up, Megatron could tell Optimus’ expression had softened somewhat, as though he was halfway to a smile. “Every being possesses the capacity for change. We’re no different. After all, transformation is in our very nature.”

Megatron hesitated.

Even now, he didn’t know how he would’ve responded to Optimus. He was saved from having to do so as the sound of a cannon discharged and pain flared across his back. Battle protocols roared to life as he rounded on the mech foolish enough to try and catch him unaware. It was one of Optimus’ soldiers; a terrified, tiny thing that never would’ve _dared_ to face him head-on. 

Optimus shouted something—whether an admonishment or warning, Megatron neither knew nor cared. He’d dashed forward, his blade flashing like quicksilver through the air, and in an instant the mech lay dead at his feet.

The rest of the battle caught up to them quickly after that, and Megatron’s attention was turned elsewhere. He would’ve preferred to believe the entire talk with Optimus was a poorly-executed distraction, but the genuine glimmer of hope that shone in his enemies’ eyes, so small it could’ve been a trick of the light, remained in Megatron’s mind long after the battle ended.

The Prime standing before him now didn’t offer peace. 

With so much energon on their hands, neither of them had the power to create it anymore. Not even Optimus could deny that. Maybe it was never within their ability to begin with. 

Instead, Optimus offered an ending. They could stop the war—they could create a new chapter, an opportunity for someone else to do what they could not. Optimus didn’t act out of hope or despair, but out of a motivation so familiar yet out of place for the Prime, it took Megatron a moment to recognize it. Megatron saw his own grim determination reflected back at him, the stubborn resignation that he’d have to fight. The expression of a battle-worn warrior unafraid to die.

How quickly war reversed their roles. Here he was, revolutionary turned tyrant, brought to his knees by an ex-archivist named executioner. It was almost funny; they’d both become the very thing they hated most.

It would be so easy to attack Optimus and the Autobots. It was practically second-nature to Megatron; a reflex as much as it was an instinct after a millennia of fighting. He could lash out, dig sharp claws into weakened armor joints, take advantage of the damage Optimus accumulated during his battle with Unicron. Already, Megatron was identifying the injuries, tallying them in his mind, gauging how much they would slow his opponent’s movements. Megatron could bury a clawed hand into the Prime’s chest before anyone could react, peel away scorched metal layer by layer until he held his nemesis’ very spark in his hand. One deceptively gentle _squeeze,_  and that light would be extinguished for good. He’d crush that cursed Matrix along with Optimus’ spark and destroy the last vestiges of the old world.

It would be _so easy_ to fight, especially with the upgrades from Unicron.

But despite the massive redesign, the lingering sensation of Unicron’s thrall left Megatron feeling small, smaller than he’d felt in centuries, as insignificant as the disposable miner he once was. It was a harsh reminder of his origins, an indifferent message from the universe that coldly tore away his pride, his ego, his autonomy, everything that made him _Megatron_ , Lord of the Decepticons.

In that moment, Megatron saw more of himself in Optimus than he did in his own form.

He fled. 

Megatron had never run from battle, either in the Pits or during the war, yet here he was, running from his enemy, leaving Starscream scrambling as always to pick up the pieces. No doubt his Second would stew for a while and curse Megatron’s name before returning to his scheming, but Megatron found he cared very little for Starscream’s plans. None of it mattered anymore. 

He’d always been furious at his Second’s cowardly retreats, but if fleeing made Starscream a coward, what did that make him?

It hadn’t always been this way. For all his treachery, Starscream had once been a great leader, as devoted to the cause as Megatron himself. However, the principles and camaraderie that bound the Decepticon movement together began to quickly unravel after Megatron returned from his years-long mission with the blood of Unicron. Their alliance went with it. Dark energon intensified Megatron’s obsession with Optimus until the Prime’s destruction was a mad all-consuming fixation that disregarded sense or reason. Starscream and Soundwave (though mostly the latter) did all they could to keep Megatron from undermining his own movement, but he’d fought them at every turn, convinced he alone knew how to overcome the Autobots and lead them to victory. Starscream ultimately became a scapegoat for Megatron’s own failures, an easy target when yelling wasn’t enough to calm his rage. 

Perhaps Megatron’s self-imposed exile was an apt punishment, but neither of his officers deserved the abuse and neglect he’d inflicted upon them. Not even Starscream.

As for Soundwave…

Ever-loyal, ever-dependable Soundwave.

In his spark, Megatron knew Soundwave was beyond his reach. Nearly a lifetime of fighting side-by-side proved nothing but death could keep his loyal Third from answering his call. The fact that Soundwave, his most trusted friend, was nowhere to be found despite his revival only proved that. 

Maybe it was for the best. What would Soundwave think if he saw his Lord’s shameful retreat from the enemy, despite all the wrongs committed? Would he feel angry? Betrayed? Megatron wasn’t sure he could face that answer.

Since the arena, Soundwave had dutifully remained at his side, guiding his movement, supporting from the shadows, a lone pillar of fidelity amidst the chaos of war. Megatron relied on his silent companion, trusting him with his secrets and his very sanity when he was pushed to the brink. Soundwave was always there to pull him back. His unwavering faith was an anchor Megatron could, in turn, have faith in. Even when Megatron failed to be worthy of his devotion, Soundwave never stopped believing in him, or the Decepticon movement. In the end, that belief cost Soundwave everything. 

Megatron couldn’t have regrets, but the loss was one he never would’ve paid willingly. 

They’d all sacrificed something in the war—morals, conscience, and often their very selves. War stripped them bare until they had nothing left to lose, nothing left to fight for. Megatron couldn’t remember the last time he felt like his actions caused meaningful change. These days, it felt like he fought for the sake of fighting, just as he’d done in the arena.

The parallel sickened him. Nothing had really changed, had it? 

No. Perhaps the real problem was too _much_ had changed. The world had transformed, and them with it—only the change wasn’t necessarily for the better.

Megatron’s thoughts were drawn yet again to his early days, and his time spent with Orion Pax, his humble archivist so full of hope for the future. Orion too had changed; martyred into something larger than himself, perfectly suited to the role, yet simultaneously swallowed up by it. An instrument of Primus, but not a subjugated puppet as Megatron had been under Unicron’s influence. Either by design or will—and Megatron was inclined to assume the latter—Orion Pax never abandoned his beliefs or let an outside influence corrupt him. The war hadn’t cost Orion his spark. Megatron couldn’t say the same about himself.

Unicron’s possession served as a harsh reminder of what he once was. What he’d fought so hard against. What he’d become. The war was nothing more than a grudge match now, an unwinnable battle fought for the sake of preserving his ego. 

Here he was, still trying to prove his worth after all these millennia. 

Had it been worth it?

Megatron’s goals were so clear in the beginning. He saw the future he wanted to build, saw Cybertron’s _potential,_  and arrogantly believed he had the power to make it real. But his ideals were just that: ideals. Unattainable dreams beyond his reach, new obstacles blocking his path every time he made some headway. Every step forward only seemed to push his objective further and further away, each barrier before him a maddening reminder of the intrinsic limitations imposed on his caste.

He’d been naïve to think change came so easily. In his desperate, furious bid to free them from the shackles of their past, he’d burned his world to the ground, murdering his own kind and millions more in the fight for it. The knowledge didn’t weigh on Megatron’s conscience; all it did was remind him how deep corruption ran. He’d never stop fighting to eradicate that.

But there was nothing left to fight now, was there? All he’d sought to destroy as Megatronus was gone. Even Megatronus _himself_ was gone. The past was buried in a shallow grave, but it was buried all the same. Not even the memory of Orion Pax could harm him now.

Alone at the edge of their world, Megatron finally allowed himself to quietly mourn for his old friend.

Megatronus had loved Orion. Dearly. Deeply. 

Megatron wouldn’t hide from that fact any longer; it had no power over him anymore. Whatever fear or bitterness that realization carried had evaporated as soon as he was freed from Unicron’s grasp. He was so tired of running. From his past, and from himself.

The mech who he’d been as Megatronus had perished long ago. So too had Orion Pax. Whatever pieces of them that still lingered within him and Optimus were all that survived the war, and Megatron found himself reluctant to destroy what remained. It was no longer his to reclaim, either way. There was only one option left for him.

Megatron sped towards the stars, towards the endless night above, away from the world that failed him, and who he in turn had failed. Behind him, the Well of Allsparks ignited. 

For the first time since their planet’s life had guttered out, new sparks erupted into the sky in a frenzy of rainbow lights, spiraling together as though caught in a joyous dance. On Earth, Megatron had once seen a similar phenomenon; strange non-lethal missiles rocketing upwards, fuses igniting the gunpowder inside to burn iron and steel, which burst into bright colorful shapes. It was a poor imitation of the new sparks currently being expelled from the Well, which dazzled more brilliantly than the stars themselves.

Megatron understood the implications—knew what must have been sacrificed for this to happen. He felt no joy in the knowledge.

For one tentative moment, he almost turned around.

But looking back was something Megatron had never done before. 

He wouldn’t start now.

**Notes for the Chapter:**

> Thanks for reading (and thank you all for your patience during this chapter's delay)! If you've been enjoying the story so far, try recommending it to a friend! Now's the perfect time to catch up.
> 
> As some of you may have noticed, I decided to bump up this fic's chapter count from 10 to 11, because despite everything, I don't have the heart to end this story on a sad note. It took some time to polish this chapter up satisfactorily (and I'm still working on the final one), but I'm hoping you'll agree that the delay was worth it. (I've also updated the fic's main summary to more accurately convey its theme).
> 
> Stay tuned for the final installment of _Change, In All Things, Is Inevitable_ !
> 
>  **NEXT TIME:** What remains in memories.

**Author's Note:**

> Thanks for reading! I’ve wanted to write a Transformers fic for a while, but this got wildly out of hand very quickly (not that I’m complaining, but this is the longest fanfic I’ve ever written)! I started working on this last November for Nanowrimo as an exercise in long-form / multi-chapter storytelling with the goal of writing every day. It proved to be a very interesting experience, and I’ve been writing every day since. I highly recommend it; I never expected this kind of consistency to help me as much as it has.
> 
> All writers love to talk about their stories, so leave a comment and give me an excuse to do so! ∠( ᐛ 」∠)＿


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